Kaupthing Bank Annual Report 2005 Key Figures

kaupthing bank annual report 2005 Key figures

EUR millions* 2005 2004 Change Net operating income 1,400 EUR millions Income Statement 1,200

Net interest income 438 219 100% 1,000 Net fee and commission income 300 159 88% 800 Net financial income 499 195 155% 600 Other income 120 25 389% 400 Operating income 1,357 598 127% 200 Operating expenses (465) (283) 64% 0 Impairment (59) (46) 28% 1999 2000 2001 2002 2003 2004 2005 Taxes (150) (51) 196% Minority interest (24) (7) 264% Net earnings Net earnings 659 212 211% 700 EUR millions 600 31.12.2005 01.01.2005 Change 500 Balance Sheet 400

Assets 300

Cash and cash balances with central banks 467 75 520% 200

Loans and advances 23,284 13,824 68% 100 Financial assets measured at fair value 8,198 3,646 125% 0 Financial assets available-for-sale 2 18 -88% 1999 2000 2001 2002 2003 2004 2005 Investments in associates 186 44 325% Other assets 1,877 1,008 86% Total assets Total assets 34,014 18,614 83% 35,000 EUR millions 30,000

Liabilities and equity 25,000 Deposits from credit institutions and central banks 932 389 140% 20,000 Other deposits 6,508 2,421 169% 15,000

Borrowings 20,838 11,598 80% 10,000

Subordinated loans 1,375 690 99% 5,000 Other liabilities and minority interest 1,761 1,728 2% 0 Shareholders' equity 2,600 1,789 45% 1999 2000 2001 2002 2003 2004 2005 Total liabilities and equity 34,014 18,614 83%

Shareholders’ equity 3,000 Key Ratios EUR millions 2,500 Cost/income ratio 34.1% 50.2% Return on shareholders' equity 34.0% 22.6% 2,000

Impairment on loans and advances for the year 0.2% 0.5% 1,500 Impairment on loans and advances at year-end 0.8% 1.5% 1,000 CAD ratio 12.2% 14.2% Earnings per share ISK 75.2 35.6 500

Earnings per share diluted ISK 73.9 35.1 0 P/E ratio 9.9 12.4 1999 2000 2001 2002 2003 2004 2005

*All amounts in the annual report are in ISK except on this page and where otherwise stated. 2005 Annual Results 26 January Q1 2006 Results 27 April Q3 2006 Results 27 October Financial Calendar 2006 2006 Annual General Meeting 17 March Q2 2006 Results 26 July 2006 Annual Results 30 January TABLE OF CONTENTS

Operations & Organization 2 Key Business Objectives 3 Year in Review 4 A Passion for Building Business - Executive Chairman’s Address 8 Strength and Profitability - CEO’s Address 10 Corporate Responsibility 12 Shares in the Bank 13

Risk Management 20 Corporate Governance 32 Compliance 38 Credit Rating 39

Market Overview 42 Kaupthing Bank’s Results 46 Five-year Summary 50

Operating Results of Profit Centres 54 Banking 55 Investment Banking 59 Capital Markets 63 Treasury 66 Asset Management & Private Banking 70

Employees & Information Technology 74 Acquisition of Singer & Friedlander 76 Main Subsidiaries 79 New Bond Street Asset Management 82 History 83

Annual Accounts 2005 86

The Board of Directors 154 Senior Management 156

For further information please contact: Jónas Sigurgeirsson, Chief Communications Officer Tel: + 354 444 6112. e-mail: [email protected]

The annual report and further information on Kaupthing Bank can also be found on the Bank’s website at www.kaupthing.com

All amounts are in ISK millions unless otherwise stated. I Kaupthing bank I annual report 2005 I

OPERATIONS & ORGANIZATION

Kaupthing Bank is a northern European bank operating in ten countries, including all the Nordic countries, the UK, Luxembourg, Switzerland and the US.

Kaupthing Bank offers integrated financial services to companies, institutional investors and individuals. These services include corporate banking, investment banking, capital markets services, asset management and comprehensive wealth management for private banking clients. In addition the Bank operates a retail franchise in Iceland, where it is headquartered. The Bank employed around 2,400 people in ten countries at the end of 2005. The diagram below illustrates the services offered in each country:

Investment Capital Asset Mgmt & Banking Banking Markets Treasury Private Banking

UK Denmark Iceland Sweden Finland Luxembourg Norway Faroe Islands US Switzerland

In recent years, Kaupthing Bank has been one of the fastest growing financial groups in Europe. The Bank’s expansion has been achieved through sound organic growth and a number of strategic acquisitions. The most recent acquisitions are those of FIH Erhvervsbank in Denmark in 2004 and the UK bank Singer & Friedlander in 2005. The aim of this growth is to further enhance the Bank’s ability to provide outstanding services to its client base in the UK, the Nordic countries and elsewhere in northern Europe.

Kaupthing Bank is listed on the stock exchanges in Stockholm and Reykjavik. The Bank focuses on shareholder value, meaning the expansion of the group has not been achieved at the expense of profitability. The year 2005 has proven to be another successful period of solid growth and record earnings. From its strong cross-border platform, Kaupthing Bank is in an excellent position to meet clients’ local as well as international needs for financial services.

I I I Kaupthing bank I annual report 2005 I

KEY BUSINESS OBJECTIVES

In order for Kaupthing Bank to fulfil its potential as a prime corporate and investment bank in northern Europe the Bank maintains a number of key business objectives that it believes are necessary stepping stones towards achieving its long-term goals. In recent years these objectives have been demonstrated by Kaupthing Bank’s determined strategy of international expansion, both through organic and acquisitive means.

• Maximize the Bank’s value and long-term shareholder value • Achieve at least 15% long-term return on equity • Sustain solid growth without compromising profitability • Develop and maintain dependable, long-term relationships with clients • Continue to incorporate the latest information technology into present systems, thereby improving the Bank’s competitiveness

• Employ motivated, well educated and enterprising staff who are experts in their respective fields

• Continue to develop the Bank’s workforce as its most valuable resource

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YEAR IN REVIEW

Results 2005 • Another record year for Kaupthing Bank, with all of the main offices posting record profits.

• Net shareholders’ earnings increased by 178%, amounting to ISK 49 billion (€659 million).

• Earnings per share amounted to ISK 75.2, compared with ISK 35.6 in 2004.

• Return on equity was 34%, well above the group’s target of 15%. • Equity grew by 30%, amounting to ISK 194.2 billion at year end (€2.6 billion). • The CAD ratio was 12.2% and the Tier-1 ratio was 9.4% at year end, which is above the group’s target of 11% and 8%, respectively. , • Total assets amounted to ISK 2,541 billion (€34.0 billion) at year end 2005, growing by 64% during the year. One third of this can be attributed to the inclusion of Singer & Friedlander in the group.

Acquisition in the UK • In April Kaupthing Bank announced an offer to acquire Singer & Friedlander Group plc in the UK. The board of directors of the British bank recommended the offer to shareholders and the acquisition was completed in July 2005. The acquisition price was £547 million (ISK 64.6 billion).

• The inclusion of Singer & Friedlander in the group represents a significant move in Kaupthing Bank’s strategy to further establish its presence in the British financial market.

• The acquisition approximately doubled the deposit base of the group, as well as nearly doubling assets under management.

• An integration procedure started immediately after the acquisition, aimed at simplifying and sharpening the focus of the entire organization and aligning it with the structure already in place across the Kaupthing Bank group.

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Solid credit ratings • In November 2005 Fitch Ratings assigned credit ratings to Kaupthing Bank for the first time. The long-term rating is A and the short-term rating is F1.

• Moody’s Investors Service affirmed its long-term rating of A1 and short-term rating of P-1 in 2005.

Strengthening operations • Kaupthing Bank’s growth strategy has aimed at increasing income diversi fication, enhancing asset quality and broadening the services offered.

• While assets increased by 64% during the year, impairment has dropped from 0.4% of loans and advances in 2004 down to 0.1% in 2005.

• The diversification of income is constantly increasing, with the UK, Denmark and Iceland currently the most important markets, but there is strong growth in other countries, particularly in Luxembourg and Sweden.

Growing Bank • At the end of 2005, Kaupthing Bank operated in ten countries, including all the Nordic countries, the UK, Luxembourg, the US and Switzerland. During 2005 many important steps were taken towards strengthening the local presence in each market area and, at the same time, establishing the Bank as a leading northern European corporate and investment bank.

• Kaupthing Bank has banking licences in six countries: The UK, Denmark, Iceland, Sweden, Finland and Luxembourg. The Bank and its subsidiaries are members of seven stock exchanges in Europe and the United States. Assets under management at the Bank doubled during the year, totalling ISK 1,074 billion at year end 2005, while assets in custody amounted to ISK 1,426 billion.

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I Kaupthing bank I annual report 2005 I

A Passion for Building Business

The year 2005 proved to be yet another period of high profitability, brisk growth and improved asset quality for Kaupthing Bank. The Bank’s continuous strong performance has clearly not gone unnoticed. We are frequently asked about the secret behind the Bank’s success and our answer is invariably quite simple: there are no secrets. As is the case with any successful company, we focus on two simple goals: results for our clients and value for our shareholders. To these two ends we strive to achieve the best outcome possible by approaching our work differently. This way of thinking is Sigurdur Einarsson Executive Chairman reflected in our strategy, in our corporate culture and in our strong client relationships.

Sensible strategy Our strategy is to develop Kaupthing Bank into a leading provider of integrated financial services for mid-sized companies and affluent private clients in northern Europe. Through organic growth and strategic acquisitions we have established a strong platform in all the Nordic countries, the UK and Luxembourg. As a provider of comprehensive services to companies in expansion, we have been able to grow with our clients and continually bring our business relationships with them to new levels. At the same time, we have established the kind of personal trust and closeness with our private clients necessary to form the basis of successful asset management and private banking services.

Unique culture We have always prided ourselves on the strong corporate culture of Kaupthing Bank. Underpinned by a flat structure, our organization is driven by a disciplined decision-making process. And with an adaptable mentality eager for new frontiers, the organization not only anticipates change, but thrives on it. Newcomers into the group are quick to adopt this culture and welcome the dynamism and professional opportunities it brings. While the Bank’s growth requires a continuously evolving corporate culture, we will always remain true to Kaupthing Bank’s core values of prompt and proactive services to clients coupled with advanced risk assessment.

Risk management has always been a centre of gravity in our operations, not only to ensure that all risks are known, monitored and controlled, but also as a part of our business strategy. To put it simply, the business of banking in its purest form revolves around managing risk and taking advantage of it to create value for shareholders. We believe that those who find the right balance between risk and return are those who will prosper in the long run.

I I I Kaupthing bank I annual report 2005 I

It is noticeable that through the brisk growth of recent years, Kaupthing Bank has both enhanced asset quality and maintained its high profitability. Impairment has been on the decline while increasing asset distribution in terms of geography and industry has set us apart from most our competitors. Income diversification in terms of markets, products and business units also further demonstrates the truly broad income base of Kaupthing Bank.

Strong relationships Banking is a business based on relationships. In this light, strong customer relationships are among the most valuable assets of any bank. Our strategy, to grow alongside our clients and even share in their risks provided certain conditions are met, has returned more than a decade of good results. Instead of imitating big banks in bulk transactions, we have been successful in meeting client needs with tailor-made solutions and integrated financing, suitable for expanding medium-sized firms. We believe that this business model has substantial promise in Europe. The relationships we have developed by committing ourselves to our clients’ success have created great value for both the clients and, in turn, the Bank itself.

Dividends At the Bank’s Annual General Meeting, the Board of Directors will propose that ISK 6,646 mill ion be paid as dividends to shareholders for 2005, which corresponds to ISK 10 per share and represents 13.5% of last year’s profit. This is consistent with Kaupthing Bank’s dividend policy of paying out dividends which represent between 10% and 30% of annual net earnings.

Finally, I would like to express my gratitude to my fellow Board members for their valuable contri- butions over the year. I would furthermore like to extend my thanks to our 33,000 shareholders of Kaupthing Bank for their unwavering trust in the viability of our business. Trust is the key word in banking and the mutual trust between the Bank, our shareholders and our customers will remain the mainstay of our operation.

Sigurdur Einarsson

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Strength and profitability

The year 2005 brought further confirmation of the strength of Kaupthing Bank’s operation and the diversity of our well balanced sources of income. We have seen the Bank make headway on all fronts, and as a whole the Bank reported record profits. During the year we took many important steps towards our goal of making Kaupthing Bank a leading northern European bank. We are confident that our prudent growth strategy will continue to create opportunities for our clients. Serving their needs will remain our key focus.

Hreidar Már Sigurdsson Chief Executive Officer Good profits Once again Kaupthing Bank had a year of strong growth and good profitability. The Bank reported net earnings of ISK 49.3 billion (€659 million) in 2005, an increase of 178% from the previous year. Earnings per share amounted to ISK 75.2, increasing by 111%. Return on shareholders’ equity was 34.0% in 2005, which is well above the Bank’s long-term target of 15%.

It is fair to say that the operating environment in 2005 was generally positive in the markets where the Bank operates. We have been able to take advantage of this, but at the same time we have managed to keep firm control of expenses. The Bank’s cost as a proportion of net operating income has steadily fallen from 58.2% in 2003 down to 34.1% in 2005.

The Bank’s total assets at year end were ISK 2,541 billion, more than doubling during the year. This increase is attributable to strong organic growth and the acquisition of Singer & Friedlander in London.

Kaupthing Bank’s capital base is strong with the CAD ratio at 12.2% at the end of 2005 and Tier 1 capital at 9.4%.

The prudent growth of Kaupthing Bank has not only increased the volume and scope of operations, but also enhanced shareholder value and asset quality. The strong organic growth in the five integrated business segments operated by the Bank in ten countries is a token of increased demand for our business model and the financial services we offer.

Acquisition of Singer & Friedlander We are committed to a strategy of international development of our corporate and investment banking business. In this respect, the Bank has broadened its international reach through a number of strategic and highly successful acquisitions over recent years. The most significant acquisition was that of FIH Erhvervsbank, a leading Danish corporate bank,

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completed in September 2004. FIH has already been successfully integrated into the group and we are further expanding our activities in Denmark by adding investment banking and capital markets to the services currently offered.

The inclusion of Singer & Friedlander in the group’s operations in July 2005 represents a strategic move in Kaupthing Bank’s efforts to further establish its presence in the UK. Over recent years Kaupthing Bank has successfully grown its UK operations organically. The acquisition of Singer & Friedlander represents the next stage in our growth strategy in this important market. As a result, 34% of the group’s operating income for 2005 originated in the UK, which has now become the largest market for the Bank along with Denmark and Iceland.

A strong position The year 2005 left the Bank in a strong position, with good diversification in terms of income streams and geography and strong asset quality. One of the main characteristics of recent developments has been the constant improvement of asset quality and the steadily declining trend of impairment. Our focused emphasis on rigorous risk control has been amply rewarded as the Bank enjoys positive trends in income and commissions. It is also noteworthy that operations have become more efficient while a high income per employee reflects the ability of the Bank’s staff.

Positive prospects Looking ahead, the prospects for Kaupthing Bank remain good. Singer & Friedlander will provide robust support for the group’s fast growing business in the UK and a prudent growth strategy will continue in other countries, but not at the expense of profitability. Our objective is to grow mainly by means of organic growth and increased demand for our financial services. External growth comes into consideration only when estimated returns from such acquisitions can be expected to exceed the Bank’s return on equity targets. The Bank has enjoyed prosperous operations for many years, and we will do our utmost to continue to reach our profitability targets for years to come.

In conclusion I would like to thank our customers for their business and allowing us to play a hand in making their visions a reality. I thank our shareholders for entrusting us with the task of maximizing the profitability of their capital. Finally, I also wish to thank our outstanding team of employees for their loyalty and their great effort during the year. And I welcome the highly skilled individuals who have joined us during the year and who will add new dimensions to the Kaupthing culture.

The success achieved during 2005 will bring new challenges for the staff and new opportunities for Kaupthing Bank as a whole.

Hreidar Már Sigurdsson I 11 I I Kaupthing bank I annual report 2005 I

Corporate responsibility

Taking responsible and responsive action is an integral part of Kaupthing Bank’s corporate culture. Responsible behaviour towards our clients, our shareholders and our co-workers is an essential element of our daily business. By the same token, we take the same pride in responsible and responsive action with regard to the communities where we carry out our business.

A flourishing community creates a flourishing business. By supporting charitable causes, educational programs, cultural life and sports, we seek to help people achieve their goals and, at the same time, make life richer for all of us. While we are an international bank, we strive to maintain a local presence in each market. For this reason, the decisions regarding Kaupthing Bank’s corporate responsibilities are put in the hands of the members of our community who are local to the issues and know where our efforts can make the biggest difference.

Kaupthing Bank is committed to being an equal opportunity employer, adhering to the highest social standards. We want to provide a first-class working environment for our staff based on diversity and respect for the importance of the individual. At the same time, we expect our people to engage in the highest ethical standards and show respect for the individual in all their work for the Bank.

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SHARES IN THE BANK

It is the main objective of Kaupthing Bank to create value for its shareholders. The Bank’s shares are listed on both the Iceland Stock Exchange and the Stockholm Stock Exchange under the ticker symbol KAUP. Share performance of Kaupthing Bank in 2005 compared with the ICEX-15 Dividends and dividend policy on the Iceland Stock Exchange Kaupthing Bank’s current dividend policy is to pay dividends corresponding to about 10%- 180 30% of annual profit. The amount of dividends is also subject to the applicable restric- 170 KAuP 160 tions of Icelandic law and other factors the Board sees fit to take into account. This year ICEX Kaupthing Bank’s Board of Directors will propose that dividends for 2005 totalling ISK 6,646 150

million, or ISK 10 per share, be paid out to shareholders, an amount representing 13.5% of 140 net profit. Based on the Bank’s share price as of 31 December 2005 (ISK 746), the dividends 130 correspond to 1.34% of market capitalization. 120

110 Share performance 100 Over the year Kaupthing Bank’s share price rose from ISK 442 to ISK 746, an annual Jan 05 Jul 05 Nov 05 increase of 68.7%. Taking into account dividend payments and dividends reinvested, this represents a return for shareholders of 70.4%. As a frame of reference, the Main List of the Share performance of Kaupthing Bank Iceland Stock Exchange rose by 64.7% while the Stockholm Stock Exchange rose by 29.4%. in 2005 compared with SX40 Financials Kaupthing Bank’s total market capitalization by the end of 2005 had reached ISK 496 bil- on the Stockholm Stock Exchange and the European Bank Index lion (€6.6 billion). In terms of market capitalization, Kaupthing Bank is the 8th largest bank 250 in the Nordic region, as illustrated in the chart below. At the end of the 2005 the P/E ratio KAuP STO of Kaupthing Bank was 9.9 and the P/B ratio was 2.6. 200 European Banks SX40

150 The market capitalization of the ten largest banks in the Nordic countries at year end 2005 EuR millions 30,000 100

25,015 25,000 50

20,000 18,998 0 Jan 05 Jul 05 Dec 05

15,000 14,051 12,253 12,172 12,051

10,000 8,372 6,646 5,190 3,738 5,000

0 Nordea Bank Danske SHB SEB Foreningssp. DnBNOR Sampo Kaupthing Skandia Landsbanki Bank Bank

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Share capital Kaupthing Bank’s share capital as of 31 December 2005 amounted to ISK 6,645,530,530 in nominal value, divided into 664,553,053 shares. Each share has a nominal value of ISK Main group of shareholders 10 and entitles its holder to one vote. All shares are of the same class and hold equal Employees rights. All issued share capital in Kaupthing Bank is listed on the Main List of the Iceland 7.2% Own shares Stock Exchange and on the O-list of the Stockholm Stock Exchange. 0.1% Pension funds 13.5% Investment and Shareholders mutual funds 2.7% At the end of 2005 Kaupthing Bank’s shares were held by a total of 33,027 shareholders, Financial institutions including 6,604 shareholders in Sweden. Ownership is well distributed, as is clearly demonstrat- 12.4% ed when shareholders are classified by the size of their shareholding. At the end of 2005 two shareholders held more than 10% in the Bank: Exista BV with 21.1% and Egla hf. with 10.8%.

20 largest shareholders as of 31 December 2005* Shareholder Shares % Exista BV 140,214,493 21.10% Egla hf. 71,883,352 10.82% Vátryggingafélag Íslands hf. 26,806,419 4.03% Lífeyrissjódur verslunarmanna 22,442,476 3.38% General public Gildi -lífeyrissjódur 19,930,204 3.00% 22.0% Lífeyrissjódir Bankastræti 7 19,256,304 2.90% Holding companies and institutional Norvest ehf. 16,449,589 2.48% investors Íslandsbanki hf. 14,463,031 2.18% 42.1% FL Investment ehf. 12,705,757 1.91% Landsbanki Íslands hf., adalstödvar 8,850,580 1.33% Fjárfestingasjódur Búnadarbankinn hf. 6,877,082 1.03% Dividend per share Everest Equities Ltd. 6,328,927 0.95% 12 Holt Holding S.A. 5,506,904 0.83% ISK

Samvinnulífeyrissjódurinn 4,062,417 0.61% 10 FL Group hf. 3,983,336 0.60% Sigurdur Einarsson 3,744,423 0.56% 8 Saxhóll ehf. 3,733,485 0.56% Lífeyrissjódur Nordurlands 3,572,030 0.54% 6 Villers S.A. 3,359,667 0.51% Länsförsäkringar AB (PUBL) 3,317,166 0.50% 4

*Nominee accounts not included 2

0 Purchase of own shares 2002 2003 2004 2005 According to the authorization granted at the Annual General Meeting of Kaupthing Bank in March 2005, the Bank can purchase up to 10% in nominal value of its own share capital. The price paid shall be no lower than 20% below, and no higher than 20% above, the rate at which the Bank’s shares are priced on the Iceland Stock Exchange or the Stockholm Stock Exchange. A net total of aproximately 8,500,000 shares of the Bank’s treasury stock were sold during the year, leaving a remainder of 700,000 own shares at year end 2005.

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Shareholdings as of 31 December 2005 Shareholding Number of shares % of total share capital Number of shareholders % of shareholders 1-1,000 6,943,683 1.0% 23,912 72.4% 1,001-10,000 24,404,067 3.7% 7,909 23.9% 10,001-100,000 23,588,635 3.5% 985 3.0% 100,001-1,000,000 46,813,886 7.0% 149 0.5% 1,000,001+ 562,802,782 84.7% 72 0.2% Total 664,553,053 100% 33,027 100%

Increase in share capital On 31 October 2005 the Board of Directors exercised an authorization contained in the Articles of Association, Article 4, Paragraph 3, to increase the Bank’s share capital by 3,867,413 shares. The objective of the increase was to fulfil the terms of employee stock option agreements. The subscription price of the shares was ISK 102.5 per share (in the case of 2,867,413 shares) and ISK 122 per share (in the case of 1,000,000 shares), in accordance with the terms of the option agreements. After the increase Kaupthing Bank’s share capital amounts to ISK 6,645,530,530 in nominal value, divided into 664,553,053 shares.

Change in share capital during 2005

Millions Share capital Number of shares Market value Shares outstanding as of 1 January 6,521 652.1 293,732 New shares issued 39 3.9 416 Purchase and sale of treasury stock 78 7.8 3,706 Shares outstanding as of 31 December 6638 663.8 495,194 Own shares at year end 7 0.7 485

Earnings per share The Bank reported net shareholders’ earnings of ISK 49,260 million in 2005, corresponding to ISK 75.2 per share. The Bank’s equity totalled ISK 194,183 million by year end 2005.

Figures for Kaupthing Bank shares 2005 2004 2003 Share price at year end ISK 746 442 225 High/Low ISK 442/746 224/506 225/129 Market capitalization ISK billions 495,8 292,0 98,9 Dividend per share ISK 10 5 3 Shareholders return (dividend reinvested) 70.4% 98.7% 75.0% P/E ratio 9.9 12.4 12.1 Price-to-book stated 2.6 1.9 2.1 Outstanding shares 664,553,053 652,071,903 438,350,399 Issued share capital ISK 6,645,530,530 6,606,856,400 4,405,485,120

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Liquidity of Kaupthing Bank shares Shares in Kaupthing Bank are highly liquid. Trading in the Bank’s shares averaged approximately ISK 960 million per trading day during 2005 with a turnover rate of 65% over the year. The majority of trading with the Bank’s shares takes place in Iceland, with 95.5% on the Iceland Stock Exchange and 4.5% on the Stockholm Stock Exchange. The volume of trading in Kaupthing Bank shares on both stock exchanges totalled ISK 261 billion over the year. Kaupthing Bank showed the highest volume of any company listed on the Iceland Stock Exchange in 2005. In terms of market value Kaupthing Bank was the largest company listed in Iceland. The average spread was 0.35%. In 2005 the Icelandic bank Íslandsbanki acted as the market maker for Kaupthing Bank shares on the Iceland Stock Exchange in 2005, while the Swedish securities brokerage Hagströmer & Qviberg acted as the market maker for the Bank’s shares on the Stockholm Stock Exchange. Earnings per share 80 ISK Employee shareholding 70

A large number of Kaupthing Bank employees are shareholders in the Bank, and the Bank firmly 60 believes that the employees’ equity interest in the Bank fosters commitment and personal 50 interest in the success of the Bank as a whole. Kaupthing Bank employees owned approximately 40 7.2% of the Bank at year end. Prior to the merger of Kaupthing Bank and Búnadarbanki in 2003, both banks had entered into stock option agreements with their respective employees. 30 20

The first agreements were made in 2000, and the number of options varied between employ- 10 ees, as is customary with employee stock option plans. Since then the Bank has entered into 0 2000 2001 2002 2003 2004 2005 more agreements, as can be seen in the table below. Most option agreements are set up so that employees are allocated a fixed number of options, a part of which may be exercised every year at a fixed price. All options which remain unexercised at the end of the period of the respective agreement are negated. However, options granted in October 2002 can only be exercised on the date of their expiry. In November 2005 the Board of Directors decided, on the basis of the Bank’s stock option scheme, to grant 2,300 employees in the group stock options to buy shares in the Bank for a total of 3,922,000 shares. Concurrently the Board of Directors also granted 330 employees stock options totalling 8,700,000 shares. As of 31 December 2005 the total allocated employee stock options amounted to 20,811,000 shares. Kaupthing Bank will use its own shares or increase share capital in order to fulfil employee stock options.

Stock option plan

Grant date / Number of shares Vesting conditions: Contractual Exercise Price employees entitled: in thousands life of options

October 2002 240 Five years of service. Exercisable at expiry date. 5 years 120 March 2004 6,496 Four years of service. One fourth of total stock option is exercisable of 2006-2009 4 years 303 December 2002 1,433 Six years of service. One third of total stock option is exercisable 2006-2008. 6 years 114.9 16 November 2005 3,922 Three years of service. One third of total stock option is exercisable every year for three years. 3 years 600 16 November 2005 8,720 Three years of service. One third of total stock option is exercisable every year for three years. 3 years 600/630 /660 Total share options 20,811

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Put options On 19 November 2003 Kaupthing Bank sold 11 million shares to 60 key employees at market value (ISK 210 per share at the time of the transaction). Employees had an exercisable put option to sell these shares back to Kaupthing Bank at the acquisition price plus financing costs. On 29 March 2004, the Executive Chairman and the CEO purchased 812.000 shares in the Bank each, with a put option on those shares. With regard to those put options, it was announced on 30 December 2005 that all employees of Kaupthing Bank and the Executive Chairman would waive their put options on purchased shares in the Bank. Therefore employees hold no unexercised put options on shares in the Bank.

Compliance Strict rules govern securities trading by employees of Kaupthing Bank. The Bank’s Compliance Officer ensures that the appropriate rules and regulations are strictly followed by monitoring all such trades. The role of the Compliance Officer is discussed in further detail on page 38.

Investor relations Kaupthing Bank aims to provide market participants with clear and detailed information on the activities and operations of the Bank. The Bank places great emphasis on developing investor relations. The Bank’s website, www.kaupthing.com, provides easy access to the Bank’s announce- ments to stock exchanges, annual reports and quarterly results, as well as a wealth of other information for market participants.

Annual Report The annual report is published in English only. It is available in PDF format on the Bank’s website, www.kaupthing.com.

The Bank’s annual report is sent to all shareholders owning more than 10,000 shares in the Bank and to anyone else specially requesting it. A copy of the annual report can be ordered on the Bank’s website, www.kaupthing.com.

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Risk Management

Kaupthing Bank faces various types of risks related to its business as a financial institution. The Risk Management division devotes considerable time to the management of these risks, the most significant of which are listed below. The mainstays of effective risk management are identi fying significant risk, quantifying the Bank’s risk exposure, implementing actions to limit risk and constantly monitoring risk.

Kaupthing Bank’s risk policy The assessment of risk, in particular the determination of its true price along with actions aimed at limiting the risk with sensible credit and investments in other assets, is one of the major tasks of banks and other financial institutions. There are many risk factors that can adversely affect Kaupthing Bank. It is the policy of the Board of Directors that the various risks Kaupthing Bank faces in its business are constantly monitored and managed. For these purposes Kaupthing Bank operates a centralized risk management division. In addition, Kaupthing Bank’s internal auditor oversees operations in order to ensure that its rules are implemented in accordance with resolutions made by the Board of Directors.

The Board of Directors determines Kaupthing Bank’s goals in terms of risk by issuing a risk policy. The risk policy both defines acceptable levels of risk for day-to-day operations, as well as the willingness of Kaupthing Bank to incur risk weighed against the expected rewards. The risk policy is detailed in the Internal Control and Procedural Handbook, which is maintained by Risk Management and revised at least once a year. Amendments or minor changes can be made more frequently, but each change needs the approval of Kaupthing Bank’s Chief Executive Officer before it comes into effect, and then it must to be approved by the Board of Directors at its earliest convenience.

It is incumbent upon the Risk Management division to enforce the risk policy. In order to do so Risk Management constantly monitors risk, with the aim of identifying and quantifying significant risk exposures and acting upon such exposures if deemed necessary. To ensure that the decision-making process within Kaupthing Bank is regulated and that the boundaries set by the Board of Directors and regulatory authorities are not exceeded, Risk Management regularly reports risk exposures, usage of limits and any special concerns to senior management and the Board of Directors. The Risk Management division is divided into five areas: credit risk, credit risk analysis, market risk, operational risk and research & design, which is responsible for developing risk models and risk analysis tools for Kaupthing Bank’s operations.

Credit risk

Credit risk is the current or prospective risk to earnings and capital arising from the failure of an obligor of Kaupthing Bank to repay principal or interest at the stipulated time or failure otherwise to perform as agreed. This risk is compounded if the assigned collateral only partly covers the

I 20 I I Kaupthing bank I annual report 2005 I

claims made to the borrower, or if its value is variable or uncertain. Credit risk arises anytime the Bank commits its funds with the result that capital or earnings are dependent on a counter party’s, issuer’s or borrower’s performance. The risk is composed of concentration risk, residual risk, credit risk in securitization, cross-border (or transfer) risk and more.

Kaupthing Bank’s primary asset is its loan portfolio. The ever growing possibilities and financial strength of Kaupthing Bank means that managing and analyzing this loan portfolio becomes increasingly more important. The heightened emphasis within the Bank to increase the quality of the Bank’s credit portfolio has paid off, not only by seeking out dealings with strong parties, but also by making a more stringent credit process and depreciating problem loans. To maintain and further improve a healthy loan portfolio it is imperative to scrutinize all applications and weed out potential problem loans as soon as possible, as well as constantly monitor the current loan portfolio. While it is not the Bank’s policy to issue credit only for cases of very low risk, it is of the utmost importance that the price of issued credit reflects both the risk and the cost incurred. This means that a detailed assessment of individual customers, their financial positions, and the collateral in question is a prerequisite for granting credit.

Credit risk management Credit risk is monitored by Risk Management. The research & design division within Risk Manage ment is responsible for the development and maintenance of credit monitoring and reporting systems. This includes collecting data from all operational systems within the Bank, data verifica- tion and unification. The unit also performs numerical analysis of the loan portfolio, e.g. estimating expected loss, concentrations within the loan portfolio and mapping defaults in a systematic way. The proprietary credit models employed within the Bank have been developed by research & design and similar units within subsidiaries. Models for Corporate, Retail and Private Banking have been developed and currently more specific models, such as for specialized lending, are under construction.

In addition, two divisions within Risk Management concentrate on different aspects of the credit portfolio. Credit control focuses on the distressed client process, e.g. it monitors defaults, follows up on the legal process and oversees specific provisions and write-offs.

On the other hand, credit risk analysis is dedicated to–but financially independent of–the credit process, the loan application phase in particular. This unit monitors the integrity of the credit process and rating systems, e.g. with regard to data collection, performance, limit compliance, application preparation, documentation and collateral registration and valuation.

The Bank reviews its credit portfolio at least once a year, adjusting the internal credit rating if needed. For more doubtful exposures the Bank monitors the credit risk more frequently, often quarterly, but on a daily basis in certain cases if the added attention is needed.

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There is considerable collaboration between Corporate Banking and Risk Management in mapping larger exposures and how the many different entities are intertwined. This gives the Bank a comprehensive overview of outstanding exposures and the potential risks that can arise from interlinked ownership. Furthermore, specific procedures are in place to monitor the aggregate exposure of a single counterparty across subsidiaries.

Credit application process The credit application process within Kaupthing Bank has been strengthened in recent years; both the specific tools used as well as the overall process are constantly, although conservatively, being rationalized and developed. The Board Credit Committee is at the pinnacle of the credit process and holds overruling authority in all matters related to credit. Furthermore, the Board Credit Committee covers all large credit tenders, limits the lending authority of personnel, restricts exposures to different types of entities and reviews loans granted outside of committee meetings.

In order to make use of local expertise, a large part of credit and collateral risk is maintained on a local level at the Bank’s subsidiaries. However, to maintain a group-wide overview, the CEO or his deputy sits on all local credit committees. In each committee the same or similar credit rules apply but, in addition, further requirements stipulated by local regulations may apply.

This structure gives Kaupthing Bank the possibility to incorporate much needed local expertise, but at the same time manage risk on a global level. Local credit committees of the Bank’s subsidiaries are thus able to grant credits, but the sum total of the exposure of the applicant and financially related counterparties is limited most commonly by the subsidiary’s capital. All applications that would lead to exposures exceeding the set limit are referred to the Board Credit Committee.

Corporate Banking Business Input into Enquiry Credit Limit DB Credit Risk and Legal

CEO Level Committee

Preliminary Monitoring of Analysis Asset Quality Refusal

Detailed Credit Risk Special Credit Analysis Analysis Monitoring

Refusal

Submission to Foreclosure Credit Committee Processing Refusal

Schematic outline of the main parts of the credit process

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In order to accurately price credits, an effective and precise credit rating system is needed. Emphasis has been placed within the Kaupthing Bank group on improving credit risk modelling on a group- wide scale. Where applicable, and together with internal credit rating, the Bank uses the services of external credit rating agencies and collection services to strengthen the credit process even further. Recently, proprietary rating models have been developed and thoroughly tested within the Bank. The credit evaluation process is, however, not only dependant upon these quantitative numbers but on an array of qualitative factors as well. Factual information is collected on the borrower and pertinent macroeconomic data gathered, such as the sector where it operates, etc. The creditworthiness of the borrower is therefore dependant upon not only the recorded numbers, but also the more subjective factors created by predetermined questions answered by a credit analyst. Here the analyst cannot Sector division of loan mass at year end 2005 rely solely on his quantitative skills but must also have extensive knowledge of the inner workings of 2% the company in question and be in close contact with its management. Furthermore, a facility rating Transportation of the collateral is performed to determine the loss parameter in the case of default. 10% Holding companies 27% Service The general rule is that the larger the exposure, the more detailed the analysis. For smaller expo- 12% Trade sures the due process is, however, fundamentally the same, but requires less scrutiny and data. Guarantors are analyzed in the same manner.

Credit exposure At year end 2005 the total loan portfolio amounted to ISK 1,544 billion, excluding loans to credit institutions. The loan portfolio grew by approximately 50% in 2005, the acquisition of Singer & Friedlander accounting for around one third of this growth. Corporate loans totalled ISK 1,275 billion and loans to individuals totalled ISK 268 billion, up from ISK 147 billion last year, both due to housing loans introduced in Iceland during the latter half of 2004 and the addition of clients 13% 19% Real estate Industry from Singer & Friedlander. The portfolio is well diversified, but the Bank has the largest exposure 17% to companies within the service sector, or around 27%, followed by industry and individuals with Individuals 19% and 17%, respectively. Other significant sectors are real estate and trade. Combined, these sectors represent approximately one quarter of the portfolio.

Development of total loan portfolio in ISK billions

1,600

1,400

1,200

1,000

800

600

400

200

0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2003 2004 2005

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Credit losses Since 2003 significant efforts have been made to increase the quality of the loan portfolio. Stricter rules and work procedures while issuing credit were introduced, and certain loans that were considered doubtful were called on default. The nature of credit risk is such that bad debt will most likely manifest itself in defaults, then provisions and ultimately in credit loss.

Development of provisions

1,600 60%

1,400 Impairment (ISK m) Impairment % of net interest 50% 1,200 40% 1,000

800 30%

600 20% 400 10% 200

0 0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2003 2004 2005 Development of quarterly provisions since the beginning of 2003 in ISK millions (bars - axis to left) and as a percentage of net interest income (line - axis to right)

The development of provisions was rather favourable during 2005; with the level of impairment declining significantly over the year, in particular when viewed in relation to net interest income. Over the last quarter, provisions amounted to around only 2.5% of net interest income, compared with up to 40% to 50% during some quarters in 2003 and 2004.

Asset quality Kaupthing Bank’s main asset is its loan portfolio. An informative way of assessing the quality of the loan portfolio and how it has been evolving is to examine loan-loss reserves in relation to the linked quantities: write-offs, non-performing loans and provisions. To make the comparison meaningful over time and between different financial institutions it is most natural to display these quantities as a percentage of the total loan portfolio. In the chart on the facing page this is shown for the Bank over the period 1999-2005 (combined for Kaupthing Bank and Búnadarbanki up to 2002).

From 1999 to 2003 these measures stayed relatively consistent, but over the last two years they have all improved. Although loan-loss reserves have declined in terms of total loans, the ratio between loan-loss reserves and non-performing loans has risen. Similarly, both provisions and impairment have been reduced in absolute terms while the loan portfolio has grown.

These are all signs of a greatly improved loan portfolio; the tactical changes made with regard to credit over recent years have been fruitful and will continue to improve the asset quality in coming years.

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LLR % loans Write-offs % Loans Write-offs % loans 4.0% NPL % total loans LLR % NPL (->) 100%

3.0% 80%

60%

% of Total loans 2.0% 40% 1.0% 20%

0.0% 0% 1999 2000 2001 2002 2003 2004 2005

Chart showing the loan-loss reserve (LLR) as a percentage of total loans. It also shows the percentage of total loans which are write-offs, non-performing loans (NPL) and provisions. The black line and the axis to the right show the LLR as a percentage of NPL.

Market risk

Market risk is the current or prospective risk to earnings and capital arising from adverse movements in bond prices, security and commodity prices and foreign exchange rates in the trading book. The risk arises from market-making, dealing, and position-taking in bonds, securities, currencies, commodities and derivatives.

Market risk management and control

Each trading unit within the group adheres to the general rules set out by the Board of Directors. Moreover, each trading unit has its own set of working procedures and rules that further specify their targets, limits and scope in trading.

The position limits, or any changes to them, are proposed by the Bank’s Head of Trading and then accepted by the Bank’s Chief Risk Officer and reviewed by the Bank’s Chief Executive Officer who has a say in limit decisions. The size of each position limit is based on, among other factors, underlying liquidity, the Bank’s risk appetite as well as legal limitations on individual positions imposed by authorities in Iceland, Denmark, the UK, Sweden, Finland, Switzerland, the US, Luxembourg or other relevant authorities.

Measurement methods Risk measures are generated by proprietary systems that utilize the counterparty, market data and trade databases generated and used by the Bank’s trade systems. Additionally, the risk management systems are enhanced by various third party solutions. The models employed in evaluating these measures include position-based models, volatility-based models, i.e. based on the volatility of market variables and their related covariance, and scenario-based models, i.e. the frequency of a severe loss estimated by repeating random scenarios with certain statistical properties that have, in most cases, been estimated from historical data.

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All trades and intra day profit or loss are reported continuously to the Chief Risk Officer through a position monitoring system. The Chief Risk Officer appoints a person and a backup person who have the responsibility of monitoring the intraday positions in different trading units within the group and alerting the Chief Risk Officer if any deviations or exceptions are observed.

The Bank’s Risk Management division sends a daily report on profit and loss and turnover to the Chief Risk Officer, the Head of Trading and the Bank’s Chief Executive Officer. The Bank’s market risk management division sends a monthly risk assessment report to the Head of Trading, the Bank’s Chief Executive Officer, and the Bank’s Board of Directors, which details volatility-based and scenario- based measures such as Value-at-Risk (VaR) and stress tests based on current exposures.

10-day 99% VaR -100%

10%

-80% 8% 99% VaR

-60% 6% Frequency Cummulative Prob. -40% 4%

2% -20%

0% 0% -4.4 -3.6 -2.8 -2.0 -1.2 -0.4 0.4 1.2 2.0 2.8 3.6 4.4 5.2 10-day P&L ISK billions

Market risk analysis The development market risk is shown by a graph of realized daily P&L (black dots) including funding and trading costs. For reference, the graph also shows the expected shortfall according to 97.7% VaR (black line), based on historical data and calculated on a daily basis.

2.5

2.0

1.5

1.0

0.5

0.0

-0.5

-1.0

-1.5 Dec 04 Jan 05 Feb 05 Mar 05 Apr 05 May 05 Jun 05 Jul 05 Aug 05 Sep 05 Okt 05 Nov 05 Dec 05

Chart showing the realized daily profit and loss including funding and trading costs (dots). The black line shows the expected shortfall according to 97.7% VaR

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Other simulation-based models, such as the Monte Carlo simulation, are also used to measure the VaR of the Bank’s security portfolio, which helps in identifying all major contributing risk factors of market risk.

Furthermore, according to the Internal Control and Procedural Handbook, the Board of Directors uses risk-weighted assets with respect to risk capital (as defined in laws regarding CAD ratios) as a measure of the division of risk into different types of risk.

Liquidity risk Liquidity risk is the risk of loss arising from the Bank’s inability to meet its liabilities as they came due.

The Bank’s policy toward liquidity risk is threefold. The first requirement is to have enough secured liquidity to be able to serve and repay all maturing debts for at least for 180 days without any access to capital markets (secured assets are: deposits, repoable bonds and unused revolvers). The second key liquidity requirement stipulates that a minimum of 360 days of sufficient unsecured liquidity is needed to cover liabilities within that timeframe (unsecured liquidity is defined as secured liquidity in addition to unused Euro Commercial Paper room and unused Money Market lines). The third requirement is to cover short-term liabilities for 390 days with unsecured liquidity when including listed and liquid securities. The Bank’s liquidity risk is monitored centrally with the exception of FIH which monitors its liquidity risk independently, but coordinates with the group. Short-term liquidity is shown in the table below.

ISK billions Up to 1-3 3-6 6-12 1-2 1 month months months months years Secured liquidity 247 18 -82 -241 -548 Unsecured and liquid assets 574 345 246 86 -220

Short-term liquidity of the Bank

Interest-rate risk The Bank’s operations are subject to the risk of interest rate fluctuations to the extent that interest-earning assets (including investments) and interest-bearing liabilities mature or reprice at different times or in differing amounts. In the case of floating rate assets and liabilities, the Bank is also exposed to basis risk, which is the difference in repricing characteristics of the various floating rate indices, such as the savings rate and six-month LIBOR and different types of interest. Risk management activities are aimed at optimizing net interest income, given market interest rate levels consistent with the Bank’s business strategies. Interest-rate risk is monitored centrally with duration reports and yield-curve stress testing for each currency.

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Currency Within 1 1-3 3-12 1-5 Over 5 month months months years years Total ISK Trading 0 -1 -1 -94 -578 -674 Banking 10 19 2 22 -13.447 -13.394 DKK Trading 162 43 -106 -865 -769 -1.533 Banking -28 -171 -367 -418 -455 -1.439 EUR Trading -175 -156 -23 -59 20 -393 Banking 233 358 -25 261 398 1.225 GBP Trading -29 -33 -1 -6 12 -57 Banking 41 251 -146 -25 -139 -18 USD Trading -1 -33 -16 -1 -1 -52 Banking 39 55 -35 -123 -866 -930 CHF Trading 7 2 -2 0 0 7 Banking 4 35 -87 -6 17 -36 Other Trading 0 -13 -10 -57 28 -52 Banking 25 26 -27 5 40 69

Table showing interest-rate risk by currency and maturity in ISK millions. Risk is measured by assuming a 1% simultaneous shift in all yield curves in the relevant maturity band.

This table shows the interest-rate risk by currency and maturity. Trading interest-rate risk refers to exposures on the trading book where positions are marked-to-market and profit or loss is recognized immediately, while banking interest-rate risk refers to exposure on the banking book where profit or loss is realized over the lifetime of the exposure.

At year end 2005 the total amount of the Bank’s indexed assets amounted to ISK 237,218 million, and the total amount of indexed liabilities amounted to ISK 129,917 million.

Interest-rate risk increased quite significantly at year end 2004 following the introduction of fixed- interest mortgage products in the retail market in Iceland. However, the Bank’s recent issue of covered bonds, rated Aaa by Moody’s, is a direct and matching funding source for these loans.

Operational risk

Operational risk is the risk of direct or indirect loss, or damage to the Bank’s reputation resulting from inadequate or failed internal processes or systems, or from human error or external events that affect the Bank’s image, operational earnings and/or have adverse effects on the share price. Strategic risk, reputational risk, legal risk and compliance risk are considered sub-categories of operational risk. Operational risk is therefore inherent in all activities within the Bank.

It is the policy of Kaupthing Bank to reduce the frequency and impact of operational risk events in a cost-effective manner. This is accomplished by fostering a strong culture surrounding operational risk, entailing internal controls and quality management, leadership skills and well educated, qualified staff. Kaupthing Bank’s main process for identifying and monitoring operational risk is through the self- assessment of risk and control and through the registration of loss events, near misses and operational incidents. Each business unit regularly assesses its own risk and relevant controls and evaluates the

I 28 I I Kaupthing bank I annual report 2005 I

possible impacts. If risk lies outside acceptable limits, then internal controls and the quality and efficiency of the internal processes are re-evaluated to bring the risk back within acceptable risk limits.

Kaupthing Bank’s operational risk framework sets out the roles and responsibilities for manage ment and supervision, as well as those tools and methods used within the Bank for identifying, measuring, monitoring and controlling operational risk. Sound Practices for the Management and Supervision of Operational Risk, published by the Basel Committee of Banking Supervision, was used in the development of the operational risk framework to ensure rigorous and effective management and supervision.

The implementation of the operational risk framework is divided into five levels: - Documenting, reviewing and improving upon working processes, policies and internal rules - Self-assessment of risk and control - Identifying and then monitoring key risk indicators - Collecting data regarding loss events and near misses - Analysis and reporting

Each business unit within the Bank holds the primary responsibility for engaging in and managing its own operational risk. However, the operational risk department is responsible for developing and maintaining the Bank’s operational risk framework and providing guidance and support to these business units during the implementation of this framework. The operational risk department acts as a source of information on the development of operational risk. This department also tracks each unit’s operational risk, and if any unit should overstep the predefined risk boundaries, the head of the relevant unit would be notified as seen fit. The operational risk department follows through until the risk has been eliminated or reduced to acceptable levels.

The operational risk department works closely with each unit to ensure the successful management, identification, measurement and monitoring of the Bank’s operational risk. The internal audit department conducts independent reviews of each business unit and provides an overview of the evaluation methods for operational risk.

IT systems and information security are important components of operational risk management. In mid 2005 Kaupthing Bank started the implementation of ISO/IEC 27001:2005, the international standard for information security management. The Bank maintains this security policy to ensure that its policies, processes, rules and controls concerning information, information systems and communication channels are sound and in keeping with best practices.

Kaupthing Bank has a specially appointed Security Committee responsible for implementing and maintaining this security policy, ensuring the Bank’s compliance with the ISO/IEC 27001:2005 standard. The Bank also appoints an Information Security Officer, who is responsible for the day-to-day supervision of matters relating to Kaupthing Bank’s security policy, ensuring that IT systems, processes and internal rules comply with ISO/IEC 27001:2005 standards.

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In addition, Kaupthing Bank has a crisis management plan to increase the Bank’s resilience to disruptions in business arising from internal and/or external events. The crisis management plan seeks to reduce the impact of crises on the Bank’s operations, reputation, profitability, clients, shareholders and others who hold a stake in Kaupthing Bank.

Kaupthing Bank also holds various insurance policies to cover major operational risk events.

Operational risk analysis The capital charge due to operational risk is evaluated according to the Standardized Approach out- lined in the new Capital Requirements Directive (CRD). However, at a later stage the Bank intends to implement advanced methods for a more risk-sensitive quantification of operational risk. In order to estimate the operational risk capital charge Kaupthing Bank’s business units are mapped onto six business lines: Investment Banking, Trading & Sales, Retail Banking, Corporate Banking, Agency Services and Asset Management. According to the CRD the remaining two business lines; Payment & Settlement and Retail Brokerage, are included in the Trading & Sales business line.

The total operational risk for all the business lines is currently measured at approximately ISK 16.2 billion. If the operational risk is accounted for in the CAD ratio, without estimating changes to the credit risk charge due to the new CRD, the CAD ratio would be approximately 11.1% instead of its current value, 12.2%.

Operational risk estimated using Basel-II Standardized Approach

ISK millions Investment Banking Corporate Banking w. OpRisk Charge 20,000 Trading & Sales Asset Management CAD Ratio 20% Retail Banking Agency Services 18,000 18% 16,000 16% 14,000 14% 12.000 12% 10,000 10% 8,000 8% 6,000 6% 4,000 4% 2,000 2% 0 0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2003 2004 2005

Chart showing operational risk for each business line, according to the Basel II Standardized Approach.

Basel II The Basel II rules are a set of new, more risk-sensitive rules for capital requirement calculations that will come into effect as of 1 January 2007. The Basel II rules define the minimum capital that a financial institution should hold for unexpected events. They also provide sets of minimum qualitative standards and risk management practices that a financial institution should have in

I 30 I I Kaupthing bank I annual report 2005 I

place. The current Basel II rules include capital requirements for operational risk in addition to credit risk and market risk, which are already covered in the current rules, Basel I.

The Basel II rules were developed by the Basel Committee for Banking Supervision to replace the current rules. The committee’s first proposal for revising the capital adequacy framework was published in June 1999. Since then, the revised framework (International Convergence of Capital Measurement and Capital Standards) was published in November 2005. Based on the recommendations of the revised framework, the Basel II rules were ratified by the EU which necessitated amendments to the CRD, the Recast Capital Requirement Directive 2000/12.

The Basel II rules are represented by three pillars: Pillar I addresses the calculation of minimum regulatory capital requirements for credit, market and operational risk. Pillar II addresses the supervisory review process, the financial institution’s capital adequacy assessment including other risk not addressed under Pillar I and the strategy for maintaining capital levels. Finally, Pillar III addresses market discipline and requirements regarding market disclosure of risk-related information.

Under Pillar I financial institutions can choose from three approaches for the calculation of credit risk capital: the Standardized Method (which is similar to the current Basel I rules), Foundation IRB and Advanced IRB (the difference being the sophistication of the capital requirement calculations). Under Foundation IRB and Advanced IRB the Bank uses its own calculation of risk-related variables that serve as the input in the calculation of capital requirement. For operational risk, financial institutions can also choose from three approaches: the Basic Indicator Approach, the Standardized Approach and the Advanced Measurement Approach (the difference being the sophistication of methods and the processes required for operational risk monitoring and quantification).

Kaupthing Bank has applied for permission to use the IRB Approach to determine its capital requirements for credit risk. The Bank’s aim is to start using the IRB Approach for the calculation of risk-weighted assets from 1 January 2007 by using its own estimation of probability of default (PD) parameters. Kaupthing Bank will start to use loss given default parameters (LGD) and credit conversion factors (CCF) as stated in the CRD for all exposures except retail, where internal LGD and CCF will be used. Kaupthing Bank aims to have implemented all necessary internal models for credit risk calculation according to the IRB Approach by 1 January 2008.

Kaupthing Bank has been fully involved in the process of implementing of Basel II rules since late 2004. However the first rating models were introduced into part of the Bank’s portfolio in December 2003. The focus this year has been on continuing the development of rating models and parameters such as the probability of default for corporate and retail portfolios, as well as loss given default and credit conversion factors for the retail portfolio. A great deal of work has been expended on data preparation and historical collection of statistical analysis and model construction. The Bank has also focused on aligning its control environment and risk management processes with Basel II requirements.

With regard to operational risk, Kaupthing Bank intends to initially implement the Standardized approach, which has already been implemented in part within the group, and then move towards the Advanced Measurement approach (AMA).

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CORPORATE GOVERNANCE

Corporate governance at Kaupthing Bank is defined as the framework by which the Bank is directed and controlled and the relationships between the Bank’s management, its Board, its shareholders and other stakeholders.

The aim of the corporate governance program at Kaupthing Bank is to ensure disclosure and transparency, to define the responsibilities of the Board and the management, to define the rights and role of shareholders and stakeholders, to ensure the equitable treatment of shareholders and to avoid conflicts of interests.

It is the objective of the management and the Board to have transparent and effective internal control within Kaupthing Bank. An Internal Control and Procedural Handbook (ICP) reflects the most recent rules and procedures in effect at Kaupthing Bank. The ICP handbook is to be reviewed annually by the Board of Directors and all changes and updates are presented specially to the Board of Directors for review and approval. The latest version of the ICP handbook was issued in September 2005.

In 2004, the Iceland Chamber of Commerce, the Iceland Stock Exchange and the Confederation of Icelandic Employers issued Guidelines on Corporate Governance, which were later reviewed in 2005. It is the opinion of the Board that Kaupthing Bank is in full compliance with these guidelines.

Statutory bodies

Shareholders’ meetings The supreme authority in the affairs of Kaupthing Bank, within the limits established by the Articles of Association and statutory law, rests with legitimate shareholders’ meetings. Shareholders’ meetings may be attended by shareholders, their proxies and advisors. Furthermore the Group CEO of Kaupthing Bank has full rights to speak and submit motions at shareholders’ meetings. Shareholders’ meetings are open to representatives of the press and the stock exchanges.

The Annual General Meeting of Kaupthing Bank is held before the end of April each year.

At shareholders’ meetings each share carries one vote. Decisions at shareholders’ meetings are taken by majority vote unless there are provisions otherwise in the Articles of Association or statutory law.

The Board of Directors The Board of Directors of Kaupthing Bank is the supreme authority in the affairs of the Bank between shareholders’ meetings. It handles the affairs of the Bank and ensures that its organization and operation are at all times in correct and appropriate order. The Board ensures adequate supervision of the accounts and disposal of the Bank’s property. The Board is, among other

I 32 I I Kaupthing bank I annual report 2005 I

things, responsible for confirming key aspects of the internal organization of the Bank and making decisions on the establishment or closure of branches and subsidiaries and on mergers. The Board is also responsible for deciding which employees are authorized to obligate the Bank. The Board of Directors may not involve itself in decisions on individual dealings, unless their scope is substantial in relation to the size of the Bank. Individual Board members must not involve themselves in decisions on individual dealings.

The Board of Directors of Kaupthing Bank is composed of nine members, to be elected at the Annual General Meeting for a term of one year. Nine alternate members are also elected. The Board elects a Chairman of the Board from among its members, and allocates tasks in other respects as required. The Board is authorized to entrust the Chairman of the Board with special activities on behalf of the Bank. The Chairman of the Board (the Executive Chairman) is the public representative of the Board of Directors, unless otherwise decided by the Board of Directors.

The Board of Directors appoints the CEO of Kaupthing Bank (Group CEO) and decides the terms of his employment.

The Board of Directors has established working procedures, setting out in further detail the performance of its duties. These procedures discuss, e.g., the area of responsibility of the Board of Directors and Chairman, Board meetings, Board sub-committees, confidentiality, the authorization of the Board to make decisions on individual dealings, the eligibility of Board members, the handling of information on individual customers by the Board and the participation of Board members in the boards of directors of subsidiaries and associated companies.

The working procedures state that in the event of a decision regarding a Board member serving on the board of a subsidiary or an associated company, there shall be detailed discussion on the effect of this on the surveillance role of the relevant Board member and on the necessity of the Board member serving on the relevant board.

The Board has established a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of the Executive Chairman and the Group CEO. No director is involved in deciding his or her own remuneration. Furthermore, the Annual General Meeting in 2004 adopted a proposal on options for employees and management.

The role of the Executive Chairman is to coordinate the activities of the Bank’s subsidiaries, pursue opportunities to increase efficiency by merging with other companies or to seek out potential acquisitions in Iceland and abroad. The Chairman convenes meetings of the Board of Directors and presides at Board meetings. The Chairman ensures that agendas of meetings of the Board of Directors include items which are important to the operations of the Bank and are prerequisites for the supervisory duties of the Board of Directors. The Chairman ensures that

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all Directors are properly briefed on issues arising at Board meetings. The Chairman has direct access to the Bank’s risk management in order to facilitate the supervision of the Bank’s activities by the Board of Directors. The Chairman makes proposals on the manner in which the Board of Directors of the Bank conduct supervision of the Bank’s loan portfolio, securities holdings and operations. This ensures that the Board of Directors will receive regular information on risk in the Bank’s operations.

Queries by the Board of Directors or individual Board members shall generally be raised at meetings of the Board of Directors and shall be addressed to the Group CEO or others present at the meeting. Otherwise, queries shall be sent to the Chairman of the Board. It is not permitted to request information or direct queries directly to other employees of the Bank between meetings of the Board of Directors. These provisions do not, however, apply to the Chairman of the Board if he is an Executive Chairman.

According to the working procedures of the Board of Directors, the Board shall regularly evalu- ate its activities and procedures, as well as the Bank’s progress, with the assistance of outside parties if appropriate.

The working procedures of the Board of Directors state that Board members should familiarize themselves with the provisions of law, the Articles of Association of the Bank, general regulations of the securities market, special regulations of the Bank on the handling of inside information and insider trading and other rules.

The majority of the members of the Board is independent of the Bank, according to an evaluation by the Board of Directors.

Those who wish to stand for election to the Board of Directors must announce their intention with at least seven days’ notice, according to the Bank’s Articles of Association.

Management The Group CEO of Kaupthing Bank and the Board of Directors are jointly responsible for the management of the Bank. The Group CEO is responsible for the day-to-day operations of the Bank, and in this respect he observes the policy and directions of the Board of Directors. The day-today operations do not include measures which are unusual or extraordinary. Such measures are only taken by the Group CEO pursuant to special authorization from the Board of Directors of the Bank unless it is impossible to wait for decisions from the Board of Directors without seriously disadvantaging the operation of the Bank. In such cases the Board of Directors is promptly notified of the measures.

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The Group CEO ensures that the accounts and finances of Kaupthing Bank conform to law and accepted standards and that the disposal of the Bank’s assets is secure.

Accounts and auditing A state authorised public accountant or accounting firm is elected auditor at each Annual General Meeting of Kaupthing Bank for a term of one year. The auditor examines the Bank’s accounts and all relevant account documents for each year of operation, and has access to all the Bank’s books and documents for this purpose.

Auditors are not elected from among the members of the Board of the Bank or the Bank’s employees. The qualifications and eligibility of the auditor at elections are in other respects gov- erned by law.

Board Committees and Internal Auditor The Board has established an Audit Committee, Compensation Committee and Credit Committee, and in addition the Internal Auditor is responsible to the Board of Directors. Furthermore, the Board exercises its control governance through a number of policies and instructions.

Audit Committee The Audit Committee stays in regular contact with both external and internal auditors and ensures that complaints and observations from the auditors are acted upon. Furthermore, the Audit Committee discusses accounting principles and any changes to them. The Audit Committee consults and advises the Board on the scope of internal audits. The committee keeps under review the scope and results of the audit and its cost-effectiveness and the independence and objectiv- ity of the auditors. When the auditors also supply a substantial amount of non-audit services to the Bank, the committee should keep the nature and extent of such services under review.

The Audit Committee shall consist of at least three directors. Executive Board members and employees are not allowed to be members of the Committee. Members of the Audit committee are Hjörleifur Jakobsson, Chairman, Bjarnfredur Ólafsson and Brynja Halldórsdóttir.

Compensation Committee The Compensation Committee discharges the Board’s responsibility in matters relating to executive compensation and administration of the Bank’s incentive compensation and equity-based plans, in accordance with applicable rules and regulations. The principal responsibility in compen- sating executives is to coordinate the incentives of the executives with actions that will enhance long-term shareholder value. The Compensation Committee shall include at least three Directors. Members of the Compensation Committee are: Ásgeir Thoroddsen, Chairman, Finnur Ingólfsson and Tommy Persson.

I 35 I I Kaupthing bank I annual report 2005 I

The Compensation Committee also outlines the policy of the Bank regarding employee stock options. A stock option policy was approved by the Annual General Meeting in 2004.

Credit Committee The Board’s Credit Committee makes decisions on credits that are equivalent to or exceed 10% of the group’s capital base.

Members of the Credit Committee are: Sigurdur Einarsson, Chairman, Bjarnfredur Ólafsson, Board Member, Gunnar Páll Pálsson, Board Member, and Hreidar Már Sigurdsson, Group CEO. The Managing Director of Risk Management (Chief Risk Officer) also attends these meetings.

Internal Auditor and compliance The Internal Auditor is directly subordinate to and appointed by the Board of Directors and ensures that the evaluation of the internal control is satisfactory and efficient, and that the activities of the Bank are in accordance with the Board’s policies and instructions. The Board of Directors is furthermore responsible for appointing a Compliance Officer or formally confirming the appointment of a Compliance Officer. The Board shall in the same manner hire a deputy (or deputies) to the Compliance Officer.

Internal Committees

Group Management Committee The Group CEO of the Bank consults the Group Management Committee on matters of special importance to the Bank.

Group Credit Committee The Group Credit Committee is the second highest credit granting body in the Bank. The Group CEO chairs the Committee, and among others present at the meetings are the CEO of Kaupthing Bank in Iceland, the Managing Director of Corporate Banking in Iceland and the Chief Risk Officer.

IT Committee The Group CEO consults the IT Committee on IT-related issues and IT strategy.

ALCO Committee The ALCO Committee maintains an overview of the Bank’s balance sheet, proposes policies concerning the structure of assets and liabilities and the coordination of risk, capital, funding and liquidity matters.

I 36 I I Kaupthing bank I annual report 2005 I

Transparency The Board of Directors has approved guidelines on investor relations and the disclosure of information, to ensure that the Bank provides at all times clear, transparent and thorough information on the Bank to investors. The Bank conducts its communications with investors in accordance with existing laws and regulations, particularly the regulations issued by the Iceland Stock Exchange and the Stockholm Stock Exchange, and in accordance with the main principle of equality between investors.

The Bank’s website contains material intended for investors, including press releases to the market dating back at least three years. Furthermore, the Bank’s website contains, among other things, the Bank’s corporate governance policy.

I 37 I I Kaupthing bank I annual report 2005 I

COMPLIANCE

The Bank employs a Compliance Officer, who is directly responsible to the Chief Executive Officer and is independent in his duties. The Board of Directors has formally confirmed the appointment of the Compliance Officer and deputies to the Compliance Officer.

The Compliance Officer is responsible for enforcing rules on proprietary securities trading, employee securities trading, the separation of operating units, etc. as well as supervising compliance with rules on the handling of inside information and insider trading. In addition the Compliance Officer is responsible for compliance with provisions on anti-money laundering and for the Bank’s internal control of measures against money laundering. To this end, the Bank has established specific rules on measures against money laundering.

Additionally, the Compliance Officer is responsible for enforcing rules on permission for employees to participate in business activities. The Compliance Officer also supervises compliance with the provisions of the Bank’s rules on the procedures of its research department.

Furthermore, the Compliance Officer handles in-company presentations and training to keep employees informed about the rules mentioned above.

Compliance with laws and regulations and the Bank’s rules also falls under the responsibility of the Internal Auditor, the Bank’s Legal Division and Risk Management, as applicable.

I 38 I I Kaupthing bank I annual report 2005 I

CREDIT RATING

Kaupthing Bank is rated by two international rating agencies. The Bank’s long-term credit ratings are A1 from Moody’s and A from Fitch. The short term ratings are P-1 and F1 respectively.

Moody’s Investors Service In May 2005 Moody’s Investors Service affirmed its credit rating of Kaupthing Bank.

Moody’s historic credit rating Date Long-term debt Subord debt Financial Strength Short-term May 05 A1 A2 C+ P-1 Nov 04 A1 A2 C+ P-1 Dec 03 A2 A3 C+ P-1 May 03 A3 Baa1 C P-1

Moody’s rating outlook: stable.

According to Moody’s announcement the ratings reflect Kaupthing Bank’s vigorous expansion into new markets that complement those areas it has already established as strengths. In addition the Bank is cited for its good asset quality and its ability to increase investment banking activities, but at the same time effectively maintain a controlled risk profile. As Moody’s also notes, the Bank has historically managed acquisitions well and continues to grow strong in performance – a trend that is not merely the effect of a strongly performing stock market in Iceland.

Fitch Ratings Fitch Ratings assigned a credit rating to Kaupthing Bank for the first time in November 2005. Its ratings reflect the growing diversification of revenues and asset quality.

Date Long-term Short-term Individual Support Nov 05 A F1 B/C 2 Fitch’s rating outlook: stable.

In its announcement Fitch states that the ratings reflect Kaupthing Bank’s strong position in the Icelandic market, the growing diversification of its revenues, and its good profitability and asset quality. They also take into account Kaupthing’s significant equity exposures, the potential integration risks raised by recent acquisitions and the Bank’s reliance on wholesale funding.

Fitch states that through recent acquisitions in Denmark and the UK, Kaupthing Bank has substantially reduced its reliance on the small Icelandic market. Fitch considers that the maintenance of satisfactory profitability through less favourable financial markets and the successful integration of recently acquired subsidiaries could raise the ratings in the future.

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I Kaupthing bank I annual report 2005 I

MARKET OVERVIEW

The condition of the world economy was generally good in 2005 in spite of record high oil prices, Hurricane Katrina in the US and terrorist acts in the UK. An increase in the net income of European companies led to good returns in the financial markets. The main weakness in all the large European countries is unemployment. All of the Nordic countries grew faster than the Euro Zone’s average in 2005, with the exception of Finland, where growth was distorted by a strike in the paper industry. Of the Nordic countries, GDP growth was highest in Iceland.

Real GDP growth in 2005

Iceland

Norway

Denmark

Sweden

Finland

France

Germany

0.0% 1.0% 2.0% 3.0% 4.0% 5.0%

Indices Excluding the US the returns in financial markets were most satisfactory in the majority of the developed nations. The Icelandic market led the increases with a 64.7% rise in the ICEX-15 selected shares index, a record gain for a single year. The KFX in Denmark came next among the Nordic indices, where the stock market surged by 37.3%. The OBX in Norway went up by 35.4%, followed by the HEX in Finland increasing by 31.1%, and the OMX in Sweden increasing by 29.4%.

Euro Zone The environment prevailing in 2005 was less damaging than expected to the European economy. Surging oil prices, political malaise over the EU Constitution, elections in Germany, serious difficulties in achieving compromises in the EU budget, and terrorist acts in the UK could have impaired confidence–and markets–significantly. However this was not the case. Growth remained below historical trends, and the euro’s weakness started to trickle down to corporations and consumers. Evidence of increased activity emerged during the summer. Economic indicators suggested optimism, particularly in Germany, and the general decline in European unemployment seen throughout 2005 (from 8.8% to 8.3%) translated into higher consumer spirits. There was increased optimism regarding disposable income growth and household expenditures. Foreign orders regained momentum, and the broader EU reform process is still underway, albeit not on

I 42 I I Kaupthing bank I annual report 2005 I

its original schedule. The European Central Bank, confident about EU prospects but wary of infla- tionary pressures, “pragmatically” raised its benchmark rate to 2.25% on 1 December 2005 after two years of inactivity.

Equity indices in 2005

Iceland

Eastern Europe

Latin America

Japan

Denmark

Norway

Finland

Sweden

Euro Zone

Asia ex. Japan

uSA

0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0%

The United Kingdom GDP growth decelerated sharply in 2005 to an annual growth rate of 1.7% in the face of deteriorating public finances. Household consumption declined substantially from well above 7% annually in 2004 to just 2.8%, reflecting lower wage gains and a high overall level of debt. The poor manufacturing environment led to a weaker labour market, although with a 5% unemployment rate (up from 4.7% a year earlier) unemployment remained tight by historical standards. The Bank of England’s 2004 rate hike campaign did have an impact on overall activity, and the sharp decline in housing price growth added further strains on consumer confidence and household consumption. However the housing market appears to have bottomed out over the summer in spite of the July terrorist attacks. Price pressures remained subdued given the highly competitive environment in retail goods, and despite the surging oil prices. Faced with a weak inflation outlook, on 1 August 2005 the Bank of England cut its repo rate by 25 basis points to 4.5%. As in the rest of Europe, leading indicators improved over the second half of the year, raising hopes of a gradual economic growth fuelled by increasing investment and exports.

The United States Resilience is again the key word in describing the US economy in 2005. In spite of rocketing oil prices, disruptions caused by Hurricane Katrina and the difficult geopolitical situation, the US GDP kept expanding. The fiscal and monetary policy mix remained conducive to sustained activity. Productivity growth was solid. The acceleration of employment, together with the resilient housing market, underpinned consumption albeit on a softening trend. Corporations’ balance sheets

I 43 I I Kaupthing bank I annual report 2005 I

were very healthy, with substantial cash piles and leading positive indicators. However this optimism was not shared by the markets. Corporate earnings growth reached apparent cyclical peaks, and the strengthening USD impaired foreign revenue expectations. Furthermore, the Fed’s rates steadily climbed throughout the year “at a moderate pace,” reaching 4.25% in December from 2.25% at the beginning of the year. In contrast, the yield Oil prices since 2004 on longer dated Treasuries remained very stable throughout the year. A dilemma for the 75 FOMC Chairman Greenspan, this trend was material in sustaining the housing market (and 70 consumption expenditures), and could be attributed in part to Asian institutional investors 65 developing substantial reserves in USD, their home economies being awash with liquidity. 60 With subsiding consumer strength and cash-rich corporations, hopes have grown that 55 corporate America will take the place of household expenditures in sustaining economic 50 growth. The trade and budget deficits recently came back to the forefront of investor 45 worries, as imbalances remain unresolved - and even deteriorated throughout the year. At 40 the end of 2005, speculation remained feverish as to the extent of the current tightening 35 cycle, and no less since Mr Bernanke, taking the reins of Federal Reserve in January 2006, 30 already presented himself as being “vigilant.” Mar 04 Jul 04 Nov 04 Mar 05 Jul 05 Nov 05

Iceland Economic growth in 2005 was probably in the neighborhood of 5%. Such a high growth rate can be explained by large scale investments in the hydro and aluminum industry as well ris- EUR/USD ing private consumption and a construction boom. Inflation was 4.4% during the year and 0.88 is not expected to come down much this year despite the fact that the Central Bank raised 0.86 rates by 225 bp in 2005 to combat overheating. As a result the interest rate differential 0.84 increased by 100 bp to its year-end level of 7%. This large differential spurred an increas- 0.82 ing foreign demand for domestic interest rates and the ISK was apparently “discovered” 0.80 by international investors. In this light one might venture to say that the ISK was one of the hottest export commodities in 2005. In turn the strong exchange rate and low foreign 0.78 interest rates induced foreign borrowing, which has been used to finance a growing trade 0.76 deficit. The outlook for the Icelandic economy is good and the Central Bank has forecast a 0.74 growing GDP of more than 5% for this year. The year was also characterized by rising asset 0.72 Dec 04 Jul 05 Feb 06 prices with the stock market and the real estate market increasing by 64.7% and around 30% respectively over the year.

Sweden Growth in Sweden slowed somewhat to 2.7% in 2005, down from 3.7% in 2004. However, over the course of 2005, the economy accelerated again. Both the slowing and the subsequent rebound were largely driven by exports, which stagnated at the beginning of the year but have since expanded considerably. Private consumption also picked up significantly during the year, while investment demand continued to grow at a rapid rate all along. In spite of the high growth rate, the weakness of the Swedish currency, and rising energy

I 44 I I Kaupthing bank I annual report 2005 I

prices, inflation has remained quite subdued. Mainly as a result of a weak labour market and low wage growth, headline inflation in 2005 was just 0.5%, remaining well below the lower limit of the Swedish Central Bank’s 1-3% inflation target interval for the second consecutive year. As a result of the low inflation outlook and the weak GDP growth at the beginning of 2005, the central bank cut its main policy rate to 1.5% in June, taking it below the ECB’s rate for the first time since 2001. This contributed to a depreciation of the SEK, which fell by some 5% against the EUR in 2005. The central bank has indicated that it will begin to “normalize” (i.e., raise) interest rates in 2006.

Denmark With GDP growth around 2.7% in 2005, Denmark’s growth performance was the strongest since 2000. Domestic demand is supported by both private and public consumption. Private consumption has been underpinned by tax cuts and rising housing prices. Headline inflation was 1.7% in 2005, having risen over the course of the year. However, the price increases were mostly driven by higher energy prices, with core inflation remaining stable at a lower level. The labour market remained very strong, with unemployment at nearly a multi-decade low with just over 5%. There could be some bottlenecking beginning to appear in various sectors of the economy, especially in construction. Still, inflation is not expected to pick up significantly.

Finland GDP growth in Finland was just around 1.8% in 2005, the lowest among the Nordic countries. However, this figure gives a distorted picture of the Finnish economy, as it was pulled down significantly by a strike in the paper industry in the second quarter of 2005. As a result, fixed investment and net exports did not make the positive contribution to GDP that they would have otherwise made, with growth being supported mainly by private consumption. Looking ahead, capital spending and exports are likely to make a contribution to reaccelerating growth in 2006. Inflation has picked up somewhat, from 0.2% in 2004 to 1.0% in 2005. The increase in inflation has mainly been caused by rising energy prices, but the low level of inflation can also partly be attributed to earlier cuts in taxes on alcohol. Unemployment has continued gradually to decline, and there is a small risk that bottlenecks could begin to appear on the labour market.

Norway GDP growth in Norway was around 3.7% in 2005. Even though the Norwegian currency appreciated for much of the year, Norway has benefited from higher prices on its exports. Domestic demand was a strong element in growth, with both household demand and capital spending supported by low interest rates and expansionary fiscal policy. The central bank in Norway raised its policy rate by 50bp during the year, and has indicated it will continue to do so in “small, not too frequent steps.” Even though the labour market has continued to strengthen, good productivity growth has meant so far that it is not overheating. Inflation has gone up from what were previously very low levels.

I 45 I I Kaupthing bank I annual report 2005 I

KAUPTHING BANK’S RESULTS

Kaupthing Bank posted a pre-tax profit of ISK 62,284 million for 2005, compared with ISK 22,495 million in 2004. Net shareholders’ earnings amounted to ISK 49,260 million for 2005, compared with ISK 17,707 million in 2004, an increase of 178.2%. Earnings per share in 2005 amounted to ISK 75.2, compared with ISK 35.6 in 2004. Income distribution in 2005 9% Other income 32% Net interest Income income Net operating income for 2005 totalled ISK 101,884 million, an increase of 103.9% from 2004. Net interest income for 2005 totalled ISK 32,710 million, compared with ISK 18,259 million in 2004, an increase of 79.1%. Net commission income in 2005 totalled ISK 22,428 million, compared with ISK 13,308 million in 2004. Net financial income in 2005 totalled ISK 37,281 million, compared with ISK 16,327 million in 2004. This major increase can be largely attributed to more favourable conditions on the Nordic financial markets in 2005 compared with 2004. Other income in 2005 amounted to ISK 9,466 million, compared with ISK 2,074 million in 2004. This increase can be partly attributed to profit generated by the 22% sale of the Bank’s subsidiary Lysing hf., a leasing company, in February 2005. Lease income Net commission income from Singer & Friedlander’s operating lease is also listed under other income. 37% Net financial income Expenses

Operating expenses in 2005 totalled ISK 34,729 million, an increase of ISK 11,103 million from 2004, or 47.0%. One of the main reasons for this increase in operating expenses is Income distribution by quarter the inclusion of Singer & Friedlander in the group. The cost to income ratio for 2005 was 35 34.1%, dropping from 47.3% in 2004. ISK billions 30

Salaries and related expenses for 2005 totalled ISK 20,317 million, increasing by 58.1% 25 from 2004. This increase can be partly attributed to the rise in the number of employees. 20 The number of full-time equivalent positions at year end 2005 was 2,368, compared with 1,606 at the beginning of 2005. The increase in full-time equivalent positions between 15 years is mainly due to the acquisition of the UK bank Singer & Friedlander, which employed 10

519 people as of 31 December 2005. Other administrative expenses totalled ISK 14,411 5 million in 2005, an increase of ISK 3,637 million from 2004. 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Impairment is composed of impairment of loans and impairment of other assets, such as 2004 2005 goodwill and real estate. The impairment of loans in 2005 totalled ISK 2,450 million, drop- Other income ping from ISK 3,825 million in 2004, despite the considerable increase in loans. Net financial income Net commission income Net interest income Income tax for 2005 amounted to ISK 11,228 million, compared with ISK 4,237 million in 2004.

I 46 I I Kaupthing bank I annual report 2005 I

Income specified by location of its markets and customers

ISK millions Net Net fee and Net interest commission financial Other Operating income income income income income Iceland 10,224 31% 8,859 39% 6,218 17% 5,253 58% 30,554 30% Scandinavia 10,642 33% 3,815 17% 10,218 27% 1,743 19% 26,417 26% UK 7,698 24% 6,364 28% 18,015 48% 1,986 22% 34,063 34% Luxembourg 3,715 11% 2,896 13% 1,907 5% 2 0% 8,520 8% Other countries 431 1% 495 2% 925 2% 0 0% 1,851 2% Group 32,710 100% 22,428 100% 37,283 100% 8,983 100% 101,404 100%

Balance sheet

Assets The Bank’s total assets as of 31 December 2005 totalled ISK 2,541 billion, an increase of ISK 986 billion from the beginning of the year, or 63.5%. Part of this increase can be attributed to the inclusion of Singer & Friedlander in the group, as Singer & Friedlander’s total assets as of 31 December 2005 amounted to ISK 338 billion.

Loans and advances as of 31 December 2005 totalled ISK 1,739 billion, an increase of ISK 585 bill ion in 2005, or by 50.7%. Loans to customers increased from ISK 992 billion to ISK 1,557 billion or by 56.9% in 2005, but loans due from credit institutions increased from ISK 174 billion to ISK 196 billion, or by 12.2%. Mortgage loans measured at fair value as of 31 December 2005 amounted to ISK 12.0 billion, decreasing by ISK 19.7 billion over the year, or by 62.1%. This item only refers to specific mortgage loans in Denmark. Mortgage loans in other countries are categorized under the item loans and advances.

Income and expenses 35,000 ISK millions

30,000 Operating income Total other operating expenses 25,000

20,000

15,000

10,000

5,000

0 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2003 2003 2004 2004 2004 2004 2005 2005 2005 2005

I 47 I I Kaupthing bank I annual report 2005 I

Asset distribution

ISK billions 2,540.8 1 Jan 05 31 Dec 05

1,739.3 1,554.5

1,154.4

596.0

270.4 56.5 103.6 6.3 34.9 31.8 12.0 35.1 54.9

Cash and cash Loans and Mortgage Securities Intangible Other assets Total assets balances with advances loans at FV assets central banks

The Bank’s total assets in securities as of 31 December 2005 totalled ISK 596 billion, increasing by ISK 326 billion over the year, or 120%. The largest item is financial assets held for trading, which amounted to ISK 337 billion as of 31 December 2005, increasing by 64.3% over the year. Financial Loans to customers assets designated at fair value through profit or loss totalled ISK 259 billion as of 31 December, 2% 13% increasing by 306.2% in 2005. Derivatives used for hedging amounted to ISK 4.5 billion as of 31 Transportation Real estate

December 2005, compared with ISK 3.8 billion at the beginning of the year. The Bank’s position in 17% 19% Individuals Industry shares and other variable yield securities amounted to ISK 168 billion as of 31 December 2005, and derivatives against these assets totalled ISK 48 billion. The Bank is not exposed to market risk of ISK 5.5 billion due to minority interests in the Bank’s subsidiary Norvestia in Finland. The Bank is therefore exposed to equity market risk of approximately ISK 114 billion of which listed shares amounted to ISK 84.5 billion, or approximately 3.3% of the Bank’s total assets. The Bank’s holdings in unlisted shares totalled ISK 28.9 billion or approximately 1.1% of the Bank’s total assets. The Bank’s five largest positions in unlisted shares represented approximately 87% of the value of unlisted shares.

A feature of the Bank’s activities is to invest in unlisted companies with the aim of selling the 12% holding within a certain timeframe, for example at the same time as a company becomes listed Trade on a stock market. In connection with these investments Kaupthing Bank has been able to 10% 27% Holding Service advise companies and has been involved in financial restructuring, mergers and acquisitions in companies order to facilitate stock market listings for companies. Examples of such cooperation in recent years include Össur hf. (prosthetics manufacturer), Bakkavör Group (food producer) and Mosaic Fashions (fashion retailer). In this way Kaupthing Bank plays an active role in the development of companies which engage Kaupthing Bank’s Investment Banking division, and it clearly illustrates that the prosperity of the Bank is closely linked to that of its customers.

In accordance with the implementation of IFRS at the beginning of 2005, the Bank’s unlisted assets are entered at fair value. Previously the Bank’s holdings in unlisted shares were entered at purchase price, or fair value, if the fair value was lower than the purchase price. There is one exception to this, however. When the fair value of Kaupthing Bank’s 19.2% share in Exista is calculated, Exista’s 21.1% share in Kaupthing Bank is calculated at cost.

I 48 I I Kaupthing bank I annual report 2005 I

The Bank stopped amortizing goodwill at the beginning of 2004. Instead, the value of goodwill is now tested annually for impairment in accordance with the new standards.

Non-current assets and disposal groups classified as held for sale amounted to ISK 2,303 million as of 31 December 2005. This involves mortgages foreclosed and disposal entities. Other assets totalled ISK 31 billion as of 31 December 2005, increasing by 65% from Cost / Income ratio ISK 19 billion over the year. This increase is mainly due to unsettled transactions. 60%

50% Liabilities and equity 40% Deposits from credit institutions and the central bank (previously Amounts owed to credit institutions) totalled ISK 69.6 billion as of 31 December 2005. Other deposits (previously 30% Deposits) amounted to ISK 486 billion as of 31 December 2005, which is an increase of 20% ISK 284.0 billion in 2005, or by 140.5%. The main reason for this increase is the consolidation of Singer & Friedlander into the group. Other deposits represented 19.1% of the Bank’s 10% total funding as of 31 December 2005, compared with 13.0% at the beginning of the year. 0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Liabilities and equity 2004 2005

ISK billions 2,540.8 1 Jan 05 31 Dec 05

CAD ratio 1,749.4 16% 1,554.5 14% 1,135.7 12%

486.2 10%

202.2 149.4 194.2 102.7 8% 9.5 8.3 57.6 6% Deposits Other liabilities Minority interest Subordinated loans Shareholders’ equity Total liabilities and equity 4%

The Bank’s equity amounted to ISK 194.2 billion as of 31 December 2005, compared with 2%

ISK 149.4 billion at the beginning of the year, which represents an increase of 30.0% in 2005. 0% The Bank’s equity base was ISK 236.9 billion as of 31 December 2005. The CAD ratio was 12.2% 2001 2002 2003 2004 2005 as of 31 December 2005, compared with 14.2% at the end of 2004. Tier 1 capital was 9.4% as of 31 December 2005, compared with 11.5% at the beginning of the year. It is the objective of the Bank’s management that Tier 1 capital reach at least 8% and the CAD ratio reach at least 11%.

As of 31 December 2005 the Bank’s share capital amounted to ISK 6,645,530,530 at nominal value, which was divided into 664,553,053 shares. The total number of shareholders as of 31 December 2005 was 33,027. Two shareholders owned more than 10% of share capital: Exista which owned 21.1% and Egla hf. with 10.8%. Kaupthing Bank had a 19.2% interest in Exista as of 31 December 2005.

I 49 I I Kaupthing bank I annual report 2005 I

Five-year summary

ISK millions 2005 2004 2003* 2002* 2001* Income statement Net interest income 32,710 18,259 10,124 6,998 5,811 Other operating income 68,693 31,687 21,656 14,414 8,039 Operating income 101,402 49,946 31,780 21,412 13,850

Other operating expenses -34,729 -23,625 -18,493 -12,455 -10,565 Impairment -4,389 -3,825 -3,894 -2,794 -1,691 Taxes -11,228 -4,237 -1,486 -764 321 Net earnings 51,056 18,258 7,907 5,399 1,915

Shareholders of Kaupthing Bank 49,260 17,707 7,520 5,363 1,915 Minority interest 1,796 552 387 36 -

Balance sheet Assets Cash and cash balances with central banks 34,877 6,290 - - - Loans and advances 1,739,294 1,154,416 - - - Mortgage loans at FV 12,033 31,754 - - - Securities 596,042 270,387 - - - Intangible assets 54,943 35,098 - - - Other assets 103,623 56,508 - - - Total assets 2,540,811 1,554,453 - - -

Liabilities and equity Deposits 486,176 202,193 182,497 164,570 83,473 Other liabilities 1,749,436 1,135,728 308,837 222,339 203,349 Minority interest 8,329 9,539 10,603 1,114 223 Subordinated loans 102,688 57,623 10,704 11,010 8,364 Shareholders’ equity 194,183 149,370 45,928 33,379 22,154 Total liabilities and equity 2,540,811 1,554,453 558,569 432,412 317,563

*Pro forma figures from Kaupthing Bank and Búnadarbanki

I 50 I I Kaupthing bank I annual report 2005 I

Quarterly overview

ISK millions Q4 2005 Q3 2005 Q2 2005 Q1 2005 Q4 2004 Q3 2004 Q2 2004 Q1 2004

Net interest income 9,529 9,487 6,647 7,046 6,510 5,118 3,133 3,498 Net commission income 6,203 6,862 4,930 4,433 5,279 2,196 2,623 3,210 Net financial income 13,960 4,772 11,773 6,777 1,536 7,803 4,275 2,713 Other income 2,855 1,788 771 3,570 1,222 201 414 214 Net operating income 32,547 22,909 24,121 21,825 14,547 15,318 10,445 9,635 Salaries and related costs -6,840 -5,178 -4,318 -3,982 -4,112 -3,172 -2,890 -2,677 Other administrative costs -4,437 -4,334 -3,017 -2,623 -3,333 -2,749 -2,425 -2,267 Operating expenses -11,277 -9,512 -7,335 -6,605 -7,445 -5,921 -5,315 -4,944 Impairment -1,789 -928 -779 -894 -1,022 -555 -1,113 -1,136 Net profit before taxes 19,481 12,470 16,007 14,327 6,081 8,842 4,017 3,555 Income tax -4,018 -2,429 -1,894 -2,888 -1,292 -1,862 -534 -548 Net earnings 15,463 10,041 14,113 11,439 4,789 6,980 3,483 3,006

Shareholders’ net earnings 14,786 9,708 13,673 11,093 4,614 6,577 3,488 3,027 Minority interest 678 333 440 346 175 403 -5 -21

Earnings per share ISK 22.4 14.8 20.9 17.0 7.3 13.5 8.0 6.9

2005 2004 2003* 2002* 2001* Key ratios Cost / income ratio 34.1% 47.3% 58.2% 58.2% 76.3% Return on shareholders’ equity 34.0% 25.5% 23.0% 18.7% - Impairment/Loans and advances 0.1% 0.4% 1.1% 1.0% 0.8% Total credit reserves 0.7% 1.4% 2.4% 2.1% 2.0% Price / earnings 9.9 12.4 12.2 8.8 20.5 Earnings per share ISK 75.2 35.6 18.5 14.8 6.1 Earnings per share diluted ISK 73.9 35.1 18.4 14.7 6.1 Average no. of shares outstanding, million 655 497 406 362 314 Avg. no. of shares outstanding diluted, million 666 505 411 364 315 No. of shares at end of period, million 664 652 438 409 356 No. of shares at end of period diluted, million 675 660 443 411 358 Share price at end of period 746 442 225 130 125 P/B 2.6 1.9 2.1 - - Tier 1 9.4% 11.5% 12.1% - - CAD 12.2% 14.2% 14.2% - -

*Pro forma figures from Kaupthing Bank and Búnadarbanki

Definitions: Cost/income ratio: Other operating expenses as a percentage of net operating income. Return on equity: Net profit as a percentage of average shareholders’ equity. Provisions for losses during the year: Provisions for losses during the year as a percentage of average total assets. Provisions for losses at year end: Provisions for losses at year end as a percentage of loans and guarantees at year end. Earnings per share: Net earnings for the year divided by the average number of shares. Earnings per share diluted: Net earnings for the year divided by the average number of shares, diluted. P/B: Share price at the end of the year divided by book value per share. Price / earnings: Share price at the end of the year divided by earnings per share for the last 12 months.

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I Kaupthing bank I annual report 2005 I

OPERATIng RESULTS OF PROFIT CENTRES

Kaupthing Bank divides its operations into five profit centres, in addition to ancillary units. The Bank’s profit centres are Banking, Investment Banking, Operating income distributed Capital Markets, Treasury and Asset Management & Private Banking. by division

9% Treasury All profit centres returned a profit in 2005. The largest gross profit was posted by Banking 6% with ISK 25,806 million. Banking provides general banking services to individuals and corpora- Asset Mgmt. & tions in countries where Kaupthing Bank has a banking license, i.e. Denmark, Iceland, Sweden, Private Banking 40% Luxembourg, Finland and the UK. Investment Banking posted the next largest gross profit with Banking ISK 22,019 million. Investment Banking provides advice on mergers and acquisitions, arranges acquisition and leverage finance, is responsible for assisting companies with stock offering and also makes long-term equity investments. Capital Markets returned a gross profit of ISK 16,540 million. Capital Markets is responsible for securities brokerage for institutional investors and proprietary trading. Treasury returned a gross profit of ISK 7,259 million during the year. Treasury is responsible for inter-bank trading, derivatives and FX trading and the funding of the Bank. Asset Management & Private Banking returned a gross profit of ISK 1,802 million during the year. It is responsible for managing and investing assets for individuals and institutional investors and operates a number of mutual and pension funds. The gross profit of each profit centre is displayed in the table below. 25% Investment Banking

20% Gross profit of Kaupthing Bank’s profit centres Capital Markets

ISK millions Capital Investment Asset Mgmt. & Markets Banking Treasury Banking Private Banking Total Net interest income -1,120 -2,322 4,733 32,076 632 33,999 Net fee and commission income 4,730 7,592 1,364 3,165 5,256 22,107 Net financial income 16,008 18,416 2,637 232 100 37,393 Other income 35 163 0 2,739 0 2,937 Operating income 19,653 23,849 8,734 38,212 5,988 96,436 Operating expenses 3,113 1,808 1,481 10,011 4,186 20,599 Impairment 0 22 -6 2,395 0 2,411 Total expenses 3,113 1,830 1,475 12,406 4,186 23,010 Gross profit 16,540 22,019 7,259 25,806 1,802 73,426

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banking

• Record profit in Banking • With the acquisition of Singer & Friedlander loans increased by 20%

• Lead arranger for a number of sizeable transactions Loans to customers

10% Holding Banking posted a record gross profit of ISK 25,806 million, compared with ISK 12,291 companies million the previous year, representing an increase of 110%. Net interest income was 2% Transportation ISK 32,076 million, increasing by nearly 80% from the previous year. This increase is due to 27% the acquisition of Singer & Friedlander as well as increased growth in lending both to retail Service 12% clients in Iceland and to corporate clients across the group. The increased growth offset Trade the decreasing interest rate differential, especially in the retail market, as the interest differential decreased from 1.8% in 2004 to 1.6% in 2005. Net fee income totalled ISK 3,165 million, nearly unchanged from 2004. Other income in Banking amounted to ISK 2,739 million, which is almost entirely generated by Singer & Friedlander and can be attributed to operating lease contracts. Loan impairment decreased from ISK 3,795 million to ISK 2,395 million over the year. The decrease in loan impairment in 2005 can mainly be attributed to lower impairment at the parent company, both in retail and corporate banking.

Banking 17% Individuals ISK millions 2005 2004 Q4 2005 Q3 2005 Q2 2005 Q1 2005 19% 13% Industry Net interest income 32,076 17,896 9,720 8,897 6,808 6,651 Real estate Net fee and commission income 3,165 2,883 706 874 834 751 Net financial income 232 76 138 94 -59 59 Other income 2,739 61 1,651 1,190 -98 107 Operating income 38,212 20,916 12,215 11,055 7,485 7,568 Operating expenses 10,011 4,830 3,757 3,240 1,489 1,525 Impairment 2,395 3,795 224 546 766 859 Banking - Gross profit 9,000 Total expenses 12,406 8,625 3,981 3,786 2,255 2,384 ISK millions Gross profit 25,806 12,291 8,234 7,269 5,230 5,184 8,000 7,000

6,000 Banking was previously divided into two separate profit centres: Corporate Banking and 5,000 Retail Banking. However, as of 2005 they are treated as one profit centre called Banking. 4,000 There have been no changes to the activities of these divisions, which continue to operate 3,000 as separate units. Banking provides general banking services to individuals and corporations in countries where Kaupthing Bank has a banking licence, i.e. Iceland, Denmark, 2,000 Sweden, Luxembourg, Finland and the UK. Kaupthing Bank engages in retail banking in 1,000 0 Iceland where it operates a high street branch network. In July 2005 Kaupthing Bank com- Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 pleted the acquisition of Singer & Friedlander, which has considerable corporate banking 2004 2005 activities. At year end loans and advances to Banking customers amounted in total to ISK 1,544 billion, representing a 58% increase from 2004. Part of this increase or approximately 18% can be attributed to the acquisition of Singer & Friedlander. At the end of 2005 Banking employed 936 people.

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Diversified loan portfolio The Bank’s loan portfolio is well diversified. Loans to customers represented 61% of the Bank’s total assets as of 31 December 2005. The service sector contributes the most to the loan portfolio with 27% of the total portfolio, while industry contributes the second largest amount with 19% of the total portfolio. Loans to individuals represented 17% of the total portfolio. The Bank had more than 90,000 customers by the end of 2005.

Deposits Deposits constituted 22% of total assets at year end 2005. Deposits from credit institutions and central banks totalled ISK 69.6 billion as of 31 December 2005. Other deposits Impairment 1,200 amounted to ISK 486 billion as of 31 December 2005, increasing by ISK 284 billion or 141% ISK millions in 2005. The main reason for this increase is the consolidation of Singer & Friedlander into 1,000 the group. Other deposits represented 19% of the Bank’s total liabilities and equity as of 31 December 2005, compared with 13% at the beginning of the year. 800

600 Corporate banking 400 Corporate banking offers a range of financing services to corporate clients, from smaller businesses to companies operating in complex international environments. Its focus is on developing 200 long-term relationships with the Bank’s clients and gaining a thorough understanding of their 0 businesses and the competitive environment in which they operate, in order to tailor the Bank’s Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 products to their needs. The majority of corporate banking’s assets are currently held within the 2004 2005 parent company in Iceland, FIH Erhvervsbank in Denmark and Singer & Friedlander in the UK.

Corporate banking provides a wide range of services, including credit lines and working capital facilities, bridge financing, term loans, acquisition and leveraged finance, mezzanine financing, property and asset finance and investment financing. Corporate banking also provides comprehensive cash management and other add-on products and services, such as cash pooling, cash sweeping and internet banking from its offices in Iceland.

Corporate banking was involved in a number of large financing projects in 2005. Projects completed and arranged by corporate banking in 2005 include a $300 million PDP financing facility for FL Group supporting its acquisition of 15 Boeing 737-800 aircraft, a $365 million facility for Nordurál ehf. supporting its extension of Nordurál’s aluminum smelter in Iceland and subsequent refinancing, an ISK 3.3 billion facility provided to Leifur Eiríksson Air Terminal supporting the extension of its air terminal in Keflavík and a SEK 310 million recapitalization for the Swedish IT company, Nicator. Corporate banking also participated in various syndicated loans, mainly in the UK syndication market.

Corporate banking also played a role as lead arranger in M&A projects advised by Investment Banking, including a ISK 40 billion bridge facility to Skipti ehf. supporting its ISK 67.6 billion

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acquisition of Iceland Telecom, following the privatization of the company and a subsequent ISK 34 billion refinancing of Iceland Telecom. It also played a lead role in the $233 million term loan and credit line facility to Össur hf. supporting its acquisition of the entire share capital in

Royce Medical Holdings Inc. Having supported investor R20 in its acquisition of the UK high street pub group Yates at the end of 2004, the Bank continued to support businesses by jointly financing two add-on acquisitions, providing £150 million senior debt facilities for the acquisition of Yates group in May, and in June, providing senior debt facilities of £90 million for the acquisition of certain brands from SFI. The Bank also provided senior and junior debt facilities totalling DKK 581 million to refinance both the existing business and provide debt capital to ILVA, the Danish furniture retailer, specifically structured to support the build-out of four new stores in the UK.

Retail banking Kaupthing Bank maintains retail banking operations in Iceland alone. This division is responsible for traditional retail banking activities, with a focus on individual customers and smaller businesses. Larger businesses, such as medium-sized and large companies, fall under the services of corporate banking. Retail banking offers comprehensive banking services such as loans, deposits, credit card issuing and clearing through its branch network in Iceland. On 31 December 2005, Kaupthing Bank operated 37 branches and service points in Iceland, including 14 branches in the Reykjavík area.

Deposits in retail banking increased from ISK 81,203 million to ISK 94,836 million in 2005, representing a 17% increase. Loans to customers rose by 14% during the year, amounting to ISK 73,764 million by the end of the year. The number of credit cards issued rose by 39% during the year.

Mortgages In recent years competition in the retail banking sector in Iceland has increased sharply and that trend was emphasized in late 2004 when Kaupthing Bank became the first Icelandic bank to substantially lower interest rates on its inflation linked mortgage loans from 5.30% to 4.40%, and later to 4.15%. Until that time the vast majority of housing in Iceland had been financed through the state owned Housing Financing Fund (HFF). By lowering interest rates Kaupthing Bank undercut the rates offered by HFF. Following the offering of these terms, pricing in the Icelandic real estate market increased substantially, and kept on increasing during the whole of 2005. Mortgage lending in 2005 increased by 147% compared with the year before, rising up to ISK 90,347 million by the end of the year. Kaupthing Bank’s market share in mortgages in Iceland at the end of the year was 23%.

At the beginning of 2006 Kaupthing Bank announced that it intended to issue bonds to finance the Bank’s housing loans in Iceland in the form of structured covered bonds. The bonds will be issued directly by Kaupthing Bank and benefit from the security provided by a pool of Icelandic residential housing loans. The covered bonds are to be assigned a Aaa credit rating by Moody’s Investors Service. This is Moody’s highest credit rating and the same rating given to bonds issued by the Icelandic treasury and bonds carrying Icelandic state guarantees, such as the HFF bonds.

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Changing role The Bank’s retail banking activities have undergone considerable changes, transforming from a traditional lending institution into a modern bank with comprehensive financial solutions for its customers. The Bank has also broadened its range of services by selling and advising on personal insurance and pension products. Kaupthing Bank places great importance on continuous product development and innovation. Last year the Bank successfully launched several new products during the year, especially in the field of increased loans and advances as well as in personal insurance. The key element in the retail banking operations is to establish and maintain long- term relationship with clients as well as offer the most favourable solutions for our clients. Retail banking employed 475 people at year end 2005. In addition Kaupthing Bank has offered online banking since 1998. The number of customers using the net bank as well as the volume of online activity is steadily increasing

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Investment banking

• Record year for Investment Banking - gross profit up by more than 130% • Another record year in terms of both commission and financial income • Continued growth in cross-border M&A advisory

Investment Banking made a gross profit of ISK 22,019 million in 2005, compared with ISK 9,273 million in 2004, representing an increase of 137%. Two thirds of this record profit can be attributed to the 118% year-on-year increase in net financial income and one third to the 177% year-on-year increase in net commission income. In October 2005 Helgi Bergs, previously Deputy Group Head of Investment Banking, replaced Ármann Thorvaldsson as Group Head of Investment Banking when Ármann was appointed CEO of Net commission income 3,000 Singer & Friedlander Group plc, a newly acquired subsidiary of Kaupthing Bank in the UK. ISK millions

2,500 Investment Banking 2,000 ISK millions 2005 2004 Q4 2005 Q3 2005 Q2 2005 Q1 2005

Net interest income -2,322 -801 -905 -427 -560 -430 1,500 Net fee and commission income 7,592 2,742 1,274 2,935 1,882 1,501 Net financial income 18,416 8,449 7,936 1,716 4,740 4,024 1,000 Other income 163 33 -51 135 50 29 Operating income 23,849 10,423 8,254 4,359 6,112 5,124 500 Operating expenses 1,808 1,150 562 356 539 351 0 Impairment 22 0 0 22 0 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Total expenses 1,830 1,150 562 378 539 351 2004 2005 Gross profit 22,019 9,273 7,692 3,981 5,573 4,773

Kaupthing Bank offers investment banking services in the UK, Iceland, Norway, Sweden, Denmark, Finland and the Faroe Islands. These operations are centrally coordinated from the Bank’s London office. Operations are composed of four main activities: M&A advisory, capital markets advisory, acquisition and leveraged finance and principal investments. One of the roots of the division’s fundamental success has been coupling its advisory with the Bank’s financing capabilities, providing integrated solutions for clients. At year end 2005 Investment Banking employed 69 people.

There has been rapid growth in M&A projects in recent years. Investment Banking completed several major projects in 2005 with net commission income totalling ISK 7,592 million in 2005. Of this total ISK 2,935 million was generated in the third quarter alone, which proved to be the strongest quarter to date for Investment Banking in terms of commission income. In comparison, the other quarters of 2005 averaged a net commission income of ISK 1,552 million, an amount similar to the fourth quarter of 2004, which constituted more than half of Investment Banking’s net commission income for 2004.

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In Iceland Kaupthing Bank has proved itself to be a leading player in recent years, both in terms of the number and size of M&A advisory cases, financing arrangements and managed offerings. With the Bank placing greater focus on international projects, an increasing portion of Investment Banking’s transactions originates from outside Iceland, particularly in the UK and the Nordic countries. Investment Banking - Gross profit 8000 M&A advisory ISK millions 7000 The total volume of M&A advisory provided by Investment Banking during 2005 represents 6000 approximately ISK 400 billion in value, including advisory for Kaupthing Bank itself, compared with ISK 225 billion in the previous year, which was a record year itself. 5000 4000

Cross-border acquisitions undertaken by Icelandic companies have been on the rise in 3000 recent years, with more than ISK 400 billion paid out for these acquisitions in 2005, which 2000 is twice as much as in 2004 and eight times as much as in 2003. Kaupthing Bank has acted 1000 as an advisor on the majority of these transactions, and this year was no exception. 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 The key M&A deals for the Bank in 2005 include an acquisition by an investor group com- 2004 2005 pleting the privatization of Iceland Telecom, Bakkavör Group’s acquisition of the British food producer Geest finalized in 2005, the acquisition of Royce Medical in the US by Össur, which operates in the orthopaedics and prosthetic industry, the acquisition of The Big Food Group by a consortium of investors, the acquisition of Jane Norman in the UK, the acquisition of

Yates in the UK by R2O backed by the Bank, Studio Group’s acquisition of Rubicon, which included Principles and Warehouse, in UK, and lastly, the Bank’s own acquisition of Singer & Friedlander in the UK.

Capital markets advisory Kaupthing Bank managed a number of capital markets transactions during 2005, primarily in Iceland and Sweden, similar to the previous year. Total share offerings of companies listed on the ICEX amounted to ISK 123.1 billion in 2005, including initial public offerings. Of this total, other banks in Iceland offered their own shares in the amount of ISK 37.6 billion. Kaupthing Bank managed offerings for a total of ISK 54.4 billion, including FL Group’s ISK 44 billion offering, along with Össur’s rights issue for ISK 5.1 billion and an ISK 5 billion IPO and private offering for Mosaic Fashions hf. In addition Investment Banking acted as the underwriter and bookrunner on bond issues for Bakkavör Group amounting ISK 9 billion to and for Iceland Telecom amounting to ISK 15 billion in total.

Two new companies were listed on the ICEX in 2005, both with their origins overseas and both advised by Kaupthing Bank: Mosaic Fashions hf., parent company of Mosaic Fashions Ltd. in the UK, and the Faroese P/F Atlantic Petroleum.

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Acquisition and leveraged finance Investment Banking has successfully increased the Bank’s business in acquisition and leveraged finance. Acquisition and leveraged finance, underwriting and distributing structured assets, is positioned within the Bank as a product of Investment Banking. Major transactions in 2005 include a senior debt facility for the acquisition of Iceland Telecom, amounting to ISK 32 billion, another senior debt facility for Össur amounting to ISK 13 billion, and senior and subordinated debt facilities for The Studio Group amounting to ISK 18 billion.

Principal investments Kaupthing Bank invests its own capital in long-term equity investments. The key focus is to invest with our clients, sharing risk with them and establishing long-term relationship. Clients that Kaupthing Bank invests with are often owner-managed companies, sophisticated investors or management teams with a strong track record within their area of business.

The first of these investments was made in 1998 when Kaupthing Bank invested in Bakkavör Group. These investments have been successful for the Bank. On the back of these early suc- cesses, Kaupthing Bank has since increased its principal investment activity through investments in a variety of businesses. Examples of investments in recent years include Rubicon Retail, Mosaic Fashions, Laurel Pub Company, Alfesca, Huurre Group and The Big Food Group.

Principal investment activities substantiate an important element in Kaupthing Bank’s integrated offering; often the Bank invests in transactions where there is an opportunity to cross sell its other investment banking products. Kaupthing Bank’s flexible, integrated offering provides a unique solution in the Nordic and UK mid-cap market environment.

In 2005 Kaupthing Bank invested in companies such as Iceland Telecom, FL Group, Jane Norman, and Somerfield as well as backing Laurel Pub Company in its acquisition of Yates.

The total portfolio managed by Investment Banking amounted to ISK 71 billion as of 31 December 2005, including unlisted and listed shares along with convertible bonds. At the end of 2005 the Bank’s total holdings in unlisted companies was about 1.1% of total assets. Investments in unlisted companies have provided the Bank with excellent returns and the Bank’s objective is that these sorts of investments comprise between 2-3% of total assets.

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major transactions completed by investment banking

principal investments

Acquisition of Adviser to Ventelo Acquisition of in the public offer for

£ 151,000,000 £ 591,100,000

Adviser to Acquirers NOK 1,098,000,000 Adviser to Baugur Group

SKIPTI ehf. principal investments Acquisition of Iceland Telecom

Acquisition of Acquisition of

Financial adviser to Acquirer ISK 76,000,000,000 Lead arranger of Senior Debt Facility Lead arranger of Senior Debt Facility and Financial Co-Adviser to Össur hf. £ 117,400,000 Adviser to Acquirers ISK 32,000,000,000 $ 216,000,000 £ 80,500,000 Underwriter&Bookrunner of Bonds Issue Manager&Underwriter of Rights Issue Senior and Mezzanine debt ISK 15,000,000,000 $80,000,000

Fons Eignarhaldsfélag hf.

Adviser to Fons Eignarhaldsfélag hf on its Disposal of Sterling to FL Group hf. Acquisition of Equity Offering ISK 44,000,000,000 Bookrunner and Co-Underwriter DKK 1,500,000,000 £ 500,000,000 Adviser to Bakkavör

Acquisition of Mosaic Fashions hf. Acquisition of Listing on ICEX Manager MktCap ISK 39,500,000,000 £ 138,000,000 Private Placement and IPO Senior and Mezzanine Adviser to Acquirer Underwriter and Bookrunner Debt Facilities £ 167,000,000 ISK 5,000,000,000 SEK 1,074,000,000 Senior and Subordinated Debt Facilities

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Capital markets

• Record profit in Capital Markets • Strong position in the stock exchanges in Iceland, Sweden and Finland Market capitalization in equities • Increasing geographical diversification on the Nordic stock exchanges

19% Capital Markets posted a gross profit of ISK 16,540 million in 2005, compared with ISK 6,390 Oslo 17% million in 2004, representing an increase of 159%. Net interest income was ISK -1,120 million Copenhagen 3% compared with ISK -182 million in 2004. Net commission income amounted to ISK 4,730 million, Iceland representing an increase of 68%, of which 60% is attributable to equity trading and 40% to fixed income trading. There was a substantial increase in net financial income over the year from ISK 6,245 million in 2004 to ISK 16,008 million in 2005. This development reflects favourable conditions in the Bank’s main trading areas, with its origins evenly distributed among geographical areas. Furthermore, the careful balancing and prudent management of the Bank’s exposure in terms of industry and country also played a large role in producing this result.

Capital Markets

ISK millions 2005 2004 Q4 2005 Q3 2005 Q2 2005 Q1 2005 21% Net interest income -1,120 -182 -434 -37 -486 -163 Helsinki 40% Net fee and commission income 4,730 2,809 1,512 984 1,140 1,094 Stockholm Net financial income 16,008 6,245 4,949 2,519 6,357 2,183 Other income 35 0 35 0 0 0 Turnover in equities on the Operating income 19,653 8,872 6,062 3,466 7,011 3,114 Nordic stock exchanges Operating expenses 3,113 2,482 1,022 667 746 678 20% Impairment 0 0 0 0 0 0 Oslo Total expenses 3,113 2,482 1,022 667 746 678 2% Gross profit 16,540 6,390 5,040 2,799 6,265 2,436 Iceland

16% Copenhagen Capital Markets activities are broadly divided into three parts: institutional sales, proprietary trading and research, all of which function as independent operating units. Institutional sales executes orders for institutional clients and places equity and bond offerings. Proprietary trading trades for the Bank’s own accounts in bonds and equities on the international securities markets, making markets in a variety of equity and fixed income instruments, as well as managing a portfolio of diversified international positions. The Bank’s research department cooperates closely with other divisions in Capital Markets. At year end there were 118 full-time positions in Capital Markets.

42% Stockholm 20% Helsinki

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Market share in equities trading of individual stock market members on Nordic stock exchanges in 2005

7% Sweden Norway Iceland Denmark Finland 6%

0% Enskilda Carnegie Morgan SHB Nordea Fischer Danske Kaupthing Deutsche ABG Stanley Partners Bank Bank Bank Sundal C.

Institutional sales The Bank offers its clients first-class securities trading services in international securities markets, with local know-how and expertise coupled with the strengths inherent in a larger group. Kaupthing Bank is a member of the Iceland Stock Exchange as well as the Stockholm Capital markets - Gross profit Stock Exchange, the Oslo Stock Exchange, the Helsinki Stock Exchange and the Tallinn Stock 7,000 ISK millions

Exchange through the Bank’s subsidiary in Helsinki. These exchanges are all parties to the 6,000 NOREX alliance and use the same trading system and unified set of rules. The Bank is also 5,000 a member of the National Association of Securities Dealers (NASD) in the US, enabling the Bank to trade directly on the NASDAQ exchange. Kaupthing Bank is also a listing agent 4,000 authorized by the Luxembourg Stock Exchange to list securities, such as bonds, shares and 3,000 other instruments. The Bank has a substantial market share in the Nordic area with 3.6% 2,000 of the equities turnover on the Nordic stock exchanges in 2005. In Stockholm and Helsinki, the two largest Nordic markets, the Bank held a market share of around 4.2% and 4.4% 1,000 respectively. On the Iceland Stock Exchange the Bank maintained its strong position with a 0 market share in excess of 33% in equities trading and 28% in bonds. Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2004 2005

Naturally, clients are strictly institutional investors such as pension funds, financial institutions, mutual funds, investments funds and investment companies. There is a dedicated team of professionals working in institutional sales with expert knowledge of their home markets, offering institutional investors the best possible service. The objective of institutional sales is to be a trusted partner of its clients by establishing and maintaining long- term relationships.

Proprietary trading The Bank’s proprietary trading unit makes markets and manages a portfolio of assets in the major world markets. This involves managing positions for the Bank’s own accounts.

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Some positions are strategic, medium-term, while others are short-term positions aimed at taking advantage of price discrepancies or spreads in different markets, all functioning within a clearly defined risk framework based on various factors such as liquidity, legal framework and the Bank’s risk policy. The proprietary trading units within the group all trade with the same trading platforms, which enables centralized control of positions/risk. The units have complimentary concentrations on different instruments and markets, showing considerable variation in terms of strategy and timeframe. Market making involves the Bank committing itself to buying and selling certain classes of securities in accordance with pre-determined rules, usually for a fee. Kaupthing Bank’s market making includes trading in numerous companies and bonds, corporate and govern- ment, especially in Iceland. In general the proprietary units enjoyed favourable conditions in 2005, with the major equity markets in Scandinavia, the UK and Iceland performing very well.

Research The Bank’s research department, an independent operating unit, collaborates closely with the other units of Capital Markets. It provides equity and fixed income research as well as macroeconomic research. Reports are furnished for the Bank’s clients and also published on the internet on the research department’s website. The equity research analysts are based locally and provide in-depth research, including sector and company reports, overall recommendations and strategic guidance. Kaupthing Bank engages in equity research in Iceland, Sweden, Norway, and Finland. Macroeconomic analysts are also based locally in Iceland and Sweden.

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Treasury

• Record year for Treasury - gross profit more than doubled • Increased diversification of funding sources, inaugural transactions in the US and a funding program set up in Australia • Strong position in derivatives and foreign exchange trading

Treasury posted a gross profit of ISK 7,259 million in 2005 compared with ISK 3,101 million in 2004, representing an increase of 134%. Treasury’s strong results are attributed to the Bank’s solid position in derivatives and foreign exchange trading and its own position taking in foreign exchange. Net interest income amounted to ISK 4,733 million reflecting a 132% increase from 2004. Net commission income totalled ISK 1,364 million, slightly higher than 2004. Net financial Treasury - Gross profit 3,000 income increased significantly to ISK 2,637 million, primarily reflecting financial gain from a propri- ISK millions etary position in swaps, FX-options and equity options used for hedging equity-linked products. 2,500

Treasury 2,000 ISK millions 2005 2004 Q4 2005 Q3 2005 Q2 2005 Q1 2005 1,500 Net interest income 4,733 2,040 1,729 1,048 944 1,012 Net fee and commission income 1,364 1,354 336 390 364 274 1,000 Net financial income 2,637 652 1,010 545 673 409

Other income 0 0 0 0 0 0 500 Operating income 8,734 4,046 3,075 1,983 1,981 1,695 Operating expenses 1,481 921 552 392 289 248 0 Impairment -6 24 -33 -17 13 31 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2004 2005 Total expenses 1,475 945 519 375 302 279 Gross profit 7,259 3,101 2,556 1,608 1,679 1,416

Kaupthing Bank engages in treasury activities in Iceland, the UK, Denmark, Sweden, Finland and Luxembourg. Treasury operations within Kaupthing Bank are divided into inter-bank trading desk, FX and derivatives sales, the derivatives desk and funding. At year end 2005 Treasury employed 75 people.

Inter-bank trading The inter-bank trading desk manages the Bank’s currency exposure, interest-rate exposure and liquidity, including the entire Bank’s trading with other banks on the Icelandic market, the international money market, and the currency market. Kaupthing Bank is one of three banks in Iceland acting as a market maker for the Icelandic currency and money markets and is a leading player in these markets.

FX and derivatives sales Foreign exchange and derivatives sales offers companies and institutional investors foreign exchange services and a range of interest rate and currency derivatives for position taking

I 66 I I Kaupthing bank I annual report 2005 I

and risk management. The Bank’s greatest strength in this area is its innovation when it comes to customizing these services for the client’s needs. The team helps them manage their risks and offers a comprehensive array of derivative products. In addition foreign exchange and derivatives sales offer a variety of structured products to institutional investors and private banking clients. Kaupthing Bank Treasury also provides its clients with monitoring and advisory services on currency and interest rate risk management.

Derivatives trading The derivatives trading desk is responsible for trading all derivatives. A large and growing part of the Bank’s business is in the area of structured products, in which customized solutions are made available for a wide variety of investors. Among those products are equity-linked, commodity-linked and credit-linked bonds issued or arranged by Kaupthing Bank. In 2005 four of those structured bonds were nominated for a special MTNi 2005 award citing innovation and achieve- ment. Kaupthing Bank is a leading market maker for equity derivatives, interest rate derivatives and foreign exchange derivatives related to the ISK.

Group Treasury The Group Treasury is a central coordination unit and is responsible for the overall funding of Kaupthing Bank as well as internal funding between business units, divisions and subsidiaries. Furthermore, the team sees to liquidity management and maintains an ongoing dialog with rating agencies.

The Group Treasury was formed in 2005 in conjunction with other group management functions. A new group treasurer, Gudni Adalsteinsson, was brought into work alongside the Chief Risk Officer, Chief Financial Officer, Chief Information Technology Officer and Chief Communications Officer. The Group Treasurer’s role is to oversee and coordinate treasury activities in the group throughout the different countries, establish a basis for the dissemination of information, and implement strategic decisions which involve all the sub entities. These decisions include development projects such as increasing the deposit level on the group basis by coordinating efforts among all the treasury units, diversifying the Bank’s sources of funding and facilitating the increase of business within the local treasury units.

Funding Kaupthing Bank’s funding operations have increased steadily in line with the Bank’s growth and international expansion. Diversification of funding sources lay at the heart of the Bank’s funding strategy in 2005 increasing product offering as well as entering new markets. The Bank gained a foothold in the US market and established an issuing vehicle in Australia. Kaupthing Bank has also been very successful in increasing its presence in the structured private placement market in Europe, strengthening the Bank’s diversification and sustaining funding at attractive pricing. Separate funding programs are still operated within Kaupthing Bank’s subsidiary, FIH, in close coordination with headquarters.

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Funding activities in 2005 In 2005 Kaupthing Bank was visible in various markets and issued a range of products. The first public transaction came in May 2005, when Kaupthing Bank completed a €1 billion bond issue off the EMTN program. The issue came with a price which compared favorably with the levels achievable in 2004. In June the Bank stepped into the market again with a €175 million Tier 1 issue. It was the first true perpetual instrument issued under Icelandic regulations, giving the Bank access to yet another investor base. In August Kaupthing Bank carried out a strategic transaction in Europe with the aim of lengthening the maturity profile of the Bank. This 7-year transaction garnered investors’ attention, and although the Bank’s initial target was to print €300 million, the transaction was upsized to €500 million to meet investors’ demand. In November Kaupthing Bank pioneered new territory with its inaugural transaction in the US. The order book grew very quickly and at the end of the day a $1.25 billion transaction was printed. At the same time, the Bank was preparing a Tier 1 issue aimed at the private placement market in the US. The outcome was a $165 million issue upsized from $150 million, and was the first syndicated Tier 1 transaction bought by that investor base.

In 2005 Kaupthing Bank maintained its strong focus on private placements (non-syndicated transactions), issuing 60% private placements amounting to approximately €1.7 billion which represents over 26% of the Bank’s total funding. Furthermore, the Bank placed strong focus on increasing its presence in the structured private placement market by establishing itself as a flexible issuer with the capability of issuing a wide range of structured notes. This effort proved to be successful and structured note issuance increased significantly, accounting for approximately 20% of private placements in 2005. Kaupthing Bank views the structured note market as an important market which offers investor diversification and attractive prices.

Maturity of funding as of 31 December 2005 200 ISK billions

160 Kaupthing Bank FIH

120

0 2006 2007 2008 2009 2010 2011 Profile Kaupthing Bank has a diverse funding profile despite relative dependence on wholesale funding. The bulk of the Bank’s funding, or 52%, comes from international bond and note issuance through various issuing vehicles. These include MTN and CP programs, a US extendible program, subordinated issues, syndicated loans, bilateral loan agreements and money market transactions. Further information on Kaupthing Bank’s credit rating can be found on page 39.

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Deposits held by Kaupthing Bank are a very important part of the funding profile and have risen steadily with the Bank’s growth. They increased significantly during 2005, up from ISK 202 billion to ISK 486 billion, currently accounting for 25% of the profile. A strategy is in place to take on more deposits with the aim to increase the proportion of deposits in the overall funding profile.

Customer deposits held by the Bank Strategy moving forward 500 ISK billions Kaupthing Bank’s funding requirements have increased in line with its growth and for the past few years the Bank has been a frequent and successful issuer of various instruments 400 on the European market. In general, market conditions for issuers were favourable in 2005, but towards the end of the year the secondary market saw some volatility surrounding 300 bonds related to Iceland. The subsequent widening of the spread indicated that the market had been subject to oversupply. This situation, although now improved, did not affect 200 Kaupthing Bank’s liquidity status in the least. However, the Bank has opted to seek funding 100 outside Europe and let the demand catch up with the supply.

0 This approach suits the funding strategy of the Bank, which is highly focused on diver- Q2 Q3 Q4 Q1 Q2 Q3 Q4 2004 2004 2004 2005 2005 2005 2005 sification across products and geographies. The Bank already took the first step into US capital markets and with a US MTN Program already in place, the US will be a strategic part of funding efforts moving forward. Kaupthing Bank has already issued bonds in Asia, both Funding Profile in USD and JPY, and continues to build up name recognition in that region. In addition, a 5% AUD 3 billion program is already underway and the Bank foresees itself as a regular issuer Sub. debt in the Australian market

7% CP 1% Credit ratings Other debt 9% The growing financial strength of the Bank and improved credit rating from Moody’s Money market Investors Service have reinforced the Bank’s position on the international finance markets and resulted in improved access to international financing and lower cost of capital. Moody’s long term rating is A1/P-1. In November 2005 Fitch Rating announced its initial rating for Kaupthing Bank, long term A. Kaupthing Bank is committed to maintaining its credit ratings and the potential growth of the Bank will not come at the expense of its ratings.

At the beginning of 2006 Moody’s Investors Service assigned a Aaa rating to Kaupthing Bank’s proposed bond issuance to finance the Bank’s residential housing loans in Iceland. This is the same rating given to bonds issued by the Icelandic treasury and bonds carrying 26% Deposits Icelandic state guarantees. The bonds which Kaupthing Bank intends to issue are structured 52% International covered bonds. By decreasing its total cost of capital, the Bank can offer its clients even bond market better terms, thereby strengthening its competitive position.

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Asset management & private banking

• Strong year for Asset Management & Private Banking • 112% increase in assets under management in 2005 • 45% increase in gross profit over the year

Assets under management - Asset Management & Private Banking posted a gross profit of ISK 1,802 million in 2005, compared with by country

ISK 1,240 million the previous year, which represents a rise of 45%. Net interest income amounted to ISK 14% Finland 6% 632 million compared with ISK -188 million. The largest part of operating income in Asset Management Other

& Private Banking is constituted by fees and commission. Net commission income totalled ISK 5,256 8% Sweden 36% million, representing a 78% increase from 2004, which was in particular driven by the acquisition of uK Singer & Friedlander, growth in assets under management, strong results in performance-based commission and the successful launch of new products. Furthermore, favourable conditions on the financial markets in 2005 also contributed to the results. Expenses amounted to ISK 4,186 million or 70% of revenues, compared with 55% in 2004. This increase in cost ratio is mainly attributed to the acquisition of Singer & Friedlander and includes a one-time charge totalling ISK 336 million in the third quarter.

Asset Management & Private Banking

ISK millions 2005 2004 Q4 2005 Q3 2005 Q2 2005 Q1 2005

Net interest income 632 -188 223 224 92 93 36% Iceland Net fee and commission income 5,256 2,955 2,294 1,471 762 729 Net financial income 100 0 65 35 0 0 Other income 0 0 0 0 0 0 Assets under management - Operating income 5,988 2,767 2,582 1,730 854 822 breakdown

Operating expenses 4,186 1,527 1,472 1,573 573 568 22% Impairment 0 0 0 0 0 0 Mutual funds 3% Total expenses 4,186 1,527 1,472 1,573 573 568 Other Gross profit 1,802 1,240 1,110 157 281 254 1% Alternative investment

Kaupthing Bank’s Asset Management & Private Banking manages financial assets for institutional, corporate and private clients. Asset Management is organized into four units: alternative investments, mutual fund management, asset management for institutional investors and services for institutional investors. Private Banking is represented by account managers who are responsible for both customer relations and portfolio management. Asset Management & Private Banking services are offered in eight different countries within the Kaupthing Bank group: the Faroe Islands, Finland, Luxembourg, Sweden, Switzerland, the UK and Iceland. At the end of 2005 Asset 39% Management & Private Banking employed 386 people. Private Banking 35% Institutional Assets under management investors Assets in the Bank’s custody totalled ISK 1,426 billion as of 31 December 2005, an increase of 57% in 2005. Assets under management totalled ISK 1,074 billion as of 31 December 2005, an increase of 112% in 2005. Of this total amount, ISK 390 billion can be attributed to the inclusion of Singer & Friedlander in the group.

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Increase in Assets under management (AuM) Assets under management Organic growth in AuM amounted to ISK 175 billion, ISK 112 billion of which arose from the 1,200 ISK billions inflow of net new money and ISK 63 billion of which from returns. In addition to this growth, 1,000 Singer & Friedlander AuM increased by ISK 390 billion due to the acquisition of Singer & Friedlander. Kaupthing Bank 800 Asset Management 600 The Asset Management division offers a comprehensive range of Icelandic, Swedish and international mutual funds, as well as alternative investment vehicles. Furthermore, the 400

Asset Management division offers customized asset allocation strategies and managed 200 accounts, designed to meet the diverse needs of corporate, institutional and private 0 clients. Special emphasis is placed on asset and liability management of pension funds 2000 2001 2002 2003 2004 2005 and professional services in identifying client needs, structuring portfolios accordingly, managing risk and monitoring processes. The Asset Management division employs its market experience and proprietary tools in asset allocation, security selection, portfolio risk Internal growth in inflow of new management and related services. In an international, competitive environment, Kaupthing money and returns 120,000 Bank has placed its focus on competent staff, efficient IT processes and highly effective ISK millions teamwork between Kaupthing Bank’s international asset managers, researchers and ana- 100,000 New money lysts. This emphasis is aimed at obtaining the best possible results for clients and ensuring Returns 80,000 that they are offered consistent services and return on investments. Of the total 62 funds under the Bank’s management, 42 are denominated in currencies other than ISK. At the 60,000 end of 2005 AuM of the Asset Management division amounted to ISK 659 billion. 40,000

Private Banking 20,000

Kaupthing Bank’s Private Banking division provides its individual clients with a range of 0 investments and portfolios to meet their requirements. Account managers focus on cus- 2004 2005 tomer relations with the aim of maintaining high quality service and financial advice to clients. Account managers also play a key role in managing their clients’ assets through collaboration with the Asset Management team. Each client has his or her own dedicated Asset Management - Gross profit 1,200 account manager who is selected to match the individual client’s needs and expecta- ISK millions tions of service. The services range from the custody of shares or deposits to complex 1000 and tailor-made investments, as well as tax and legal set-ups for individuals of high net worth. Kaupthing Bank offers private banking services from its offices in Iceland, Sweden, 800 Luxembourg, Switzerland, the Faroe Islands, Finland and the UK. The offices collaborate 600 closely in the development of new products and services to match the varied and changing requirements of the clientele. At the end of 2005 AuM of Private Banking at Kaupthing 400 Bank amounted to ISK 415 billion. 200

0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2004 2005

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EMPLOYEES & information Technology

Kaupthing Bank’s dynamic mentality, which has served to propel its rapid growth, is rooted in the individuals who make up the Bank. Their diverse vantage points and unique abilities create a broad range of skills and knowledge that underpin the essence of the Bank’s work.

This year has proven to be another period of great diversification as Kaupthing Bank has Full-time equivalent positions at year end significantly expanded and enriched its operations in the UK. The acquisition and integra- 2,500 tion of the British investment bank Singer & Friedlander has expanded the Kaupthing community in Britain by more than 500 people. Kaupthing Bank has grown into a northern 2,000 European bank in the truest sense as the majority of its workforce is now situated outside

Iceland. 1,500

As the workforce grows so do the premises. Kaupthing Bank’s operations in the UK will move 1,000 under one roof on Hanover Street, in the heart of London’s West End. Additionally the new year will bring Kaupthing Bank in Luxembourg into new housing in Kirchberg. Lastly the expansion 500 of the Bank’s headquarters in Reykjavik is well underway and slated for completion in 2006. 0 2000 2001 2002 2003 2004 2005 Recruitment A career at Kaupthing Bank demands a high level of diligence and dedication. The work of Kaupthing Bank requires individuals of uncommon ability and great efforts have been made to Number of employees - create the Bank’s current ensemble. The Bank also enjoys a noted reputation in the market as by division at year end 784 an employer of high regard, especially among the pools of potential candidates where the Bank Management and ancillary units often recruits. As a firm operating in global capital markets, the community revolves around the 936 unique backgrounds, individual perspectives and diverse skills of its people. The Bank consis- Banking tently seeks to recruit those who can strengthen this diversity, but still support its core values.

Careers Kaupthing Bank is comprised of a league of enterprising women and men who are disting uished by their diligence, imagination, and ambition. The Bank’s work is driven by a sense of teamwork and solidarity that transcends both international borders and company hierarchy. The people of Kaupthing Bank are part of a culture of integrity and leadership they themselves have a hand in creating, and for this reason this is a community in which the potentials and talents of its people are cultivated and realized with the aim of establishing lifelong careers. 69 Investment Banking 118 Development Capital Markets 75 Treasury Leadership is a strong element within the Bank’s culture, demonstrating leadership both 386 in the industry and in the societies where the Bank operates. In order to sustain that ele- Asset Management & Private Banking ment of leadership strong emphasis is placed on developing employees through training programs in house as well as supporting and organizing educational opportunities outside the Bank. The culture of Kaupthing Bank fosters the desire to keep abreast of the latest

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developments. As a forward-looking enterprise, the Bank strives to continually stimulate its employees to uphold the state of the art in their respective fields.

Number of employees - Incentive by country at year end 190 By rewarding good results Kaupthing Bank encourages its people to fulfil their potential. The Denmark system of profit sharing exemplifies how the firm works as a community, and in turn shares in 95 the spoils of success as a community. By aligning the interests of employees and shareholders Finland 109 Kaupthing Bank enables its people to take a still more active role in instituting the success of Luxembourg their own community. The employee stock option plan serves as a representation of the stake 46 Norway that Kaupthing Bank employees already have in the future of their firm. 12 Faroe Islands 8 At the end of 2005, the Kaupthing Bank’s employees owned approximately 7.2% of the Bank uS 4 shares. Further information about employees stock options programs can be found in the chapter Switzerland Shares in the Bank on page 16.

Information Technology

While the human element is clearly the Bank’s strongest resource, a concerted effort is made to equip employees with the newest, most effective, and most powerful technology available in the industry. Kaupthing Bank’s Information Technology unit is dedicated to the tasks of identifying, implementing, and maintaining technology and information systems across a wide range of applications. Another important aspect of these activities is ensuring that the integrity of the Bank’s 574 systems is never compromised. High standards of security are maintained to protect sensitive uK 1046 Iceland information and access to the Bank’s networks and systems. 284 Sweden

Overall the Information Technology unit seeks to sustain a flexible architecture especially design ed to support the Bank’s international expansion by enabling groups to collaborate and communi- cate information across borders. IT is Kaupthing Bank’s primary tool to knock down internal walls Employees - by gender and create an open environment that facilitates the free flow of information.

IT consolidation project As Kaupthing Bank has continued to establish its presence internationally, the need to unify computer systems and various other aspects of information technology has become an important activity for the Bank. In January 2004 these efforts were organized into a special task force. This IT consolidation project, headed by the Bank’s Chief Information Officer, aims to work with the various entities functioning within the Kaupthing Bank group to bring all systems and processes under a 52% unified structure. The project’s working goals include realizing consistency, facility, and synergy. Female The long-term objective of the project, however, is to establish an enhanced data and information 48% Male infrastructure operating with uniform components across the group. As the IT consolidation project progresses, benefits include increased efficiency and smoother implementations of new modules and eventually complete systems.

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THE ACQUISITION OF SINGER & FRIEDLANDER

In April 2005 Kaupthing Bank announced its intention to acquire the British bank Singer & Friedlander Group plc. The acquisition was completed in July 2005 with a final purchase price of £547 million (ISK 64.6 billion), although prior to the takeover offer Kaupthing Bank already owned 19.5% of its share capital. The inclusion of Singer & Friedlander in the group’s operations represents a strategic move in Kaupthing Bank’s efforts to further establish its presence in the British financial market. With this addition, the UK becomes the largest market for the Bank alongside Denmark and Iceland.

In October 2005 Ármann Thorvaldsson was appointed CEO of Singer & Friedlander while Kristín Pétursdóttir was named Deputy CEO in February 2006. These appointments form part of a comprehensive series of organizational changes aimed at simplifying and streamlining the company’s focus, as well as aligning it with the structure already in place across the Kaupthing Bank group. The changes include centralizing the company’s support functions and reducing the number Singer & Friedlander legal entities by merging several subsidiaries within the UK group.

Singer & Friedlander, which was founded in 1907, specializes in banking, investment management and asset finance. More than half the company’s revenues in 2005 originated from banking, which includes corporate and structured finance, private banking and property finance. Singer & Friedlander’s investment management business had approximately ISK 390 billion funds under management, with the majority owned by private clients. At the end of 2005, the bank employed 519 people with its headquarters in the City of London. The bank has offices in a number of cities within the UK as well as an office on the Isle of Man, which provides clients with international private banking and other international financial services.

Banking Singer & Friedlander offers a comprehensive range of banking services which are kept within a small framework, meaning considerable attention can be paid to each client. Short reporting lines and integrated operations enable the bank to be more flexible and efficient in its approach to financial solutions. Banking undertakes five core activities:

- Corporate & Structured Finance focuses on event-driven financing to medium-sized UK companies to facilitate mergers & acquisitions, MBOs and re-Capitalizations. Funding packages include revolving credit facilities, medium-term loans and mezzanine debt.

- Property Finance focuses on financing residential developments, student accommodation developments and investment properties and portfolios, both in the UK and selected overseas countries.

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- Commodity Finance focuses on transactional commodity trade finance, particularly metals, and offers specialist facilities to merchants, traders and distributors.

- Private Banking offers an onshore and international bespoke service to individuals with high net worth. Products available to UK and overseas clients include loans secured against residential property, yachts, aircraft and fine art, as well as attractive interest rates for deposits and full internet banking facilities.

- Treasury Services include money market deposits, foreign exchange, currency accounts and clearing services.

Investment management Singer & Friedlander Investment Management (SFIM) has been established as one of the UK’s leading investment managers based in London. SFIM also operates on the Isle of Man and in Leeds offering a range of discretionary portfolio management services as well as investment funds for institutional and private clients. In addition SFIM specializes in investment services for chari- ties and pension funds, using both segregated and pooled funds, placing focus on tax-efficient funds.

Total assets under management at the close of 2005 totalled ISK 390 billion.

Asset finance Singer & Friedlander’s asset finance offers clients specialist finance services for the purchase of assets such as vehicles, plants, machinery and health equipment, and for the financing of insurance premiums. Activities are divided into five main areas:

- Singer & Friedlander Commercial Finance, Hermes and Coachlease offer asset finance solutions across a wide range of industry sectors including manufacturing, construction, transport, engineering, vehicles, plants and printing.

- Healthcare Leasing is one of the leading specialists in medical equipment leasing in the UK, focusing on equipment needed in radiology, oncology and critical care.

- Insurance Finance provides finance for insurance premiums paid in installments by consumers and corporations.

- Block Discounting provides funding for finance and leasing companies.

- Taxi Finance offers owners/drivers, proprietors and fleets of all sizes a wide range of finance options for buying purpose-built new and used taxis.

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Acquisition rationale

The Board of Kaupthing Bank believes that the acquisition of Singer & Friedlander will create value for the Bank’s shareholders through the development of its banking, investment management and asset finance operations in the UK.

The Board believes that the combination of Singer & Friedlander with Kaupthing Bank’s existing operations will create a significant and powerful provider of integrated financial services to small and medium-sized businesses and private clients in the UK. Kaupthing Bank’s existing strengths in British mergers and acquisitions, corporate advisory and acquisition and leveraged finance will complement the current strengths of Singer & Friedlander in banking, investment management and asset finance.

Kaupthing Bank is committed to a strategy of international development of its corporate and investment banking business. In this respect, the Bank has broadened its international reach through a number of strategic acquisitions in recent years. The most significant of which was FIH Erhvervsbank, a leading Danish corporate bank, completed in September 2004, which has already been successfully integrated into the Kaupthing Bank group.

The Board of Kaupthing Bank views the UK as one of the key markets for its international development. Over recent years, Kaupthing Bank has successfully grown its British operations organically to a position where they generated 17% of the Bank’s income in 2004. The acquisition of Singer & Friedlander represents the next stage in Kaupthing Bank’s growth strategy in this market. As a result, 34% of the Kaupthing Bank group’s operating income for 2005 was generated in the UK.

During 2004, Kaupthing Bank increased its holdings in Singer & Friedlander to 19.5% and the two parties began working more closely on a number of large loan projects. The ongoing relationship has confirmed and enriched Kaupthing Bank’s understanding of Singer & Friedlander’s business position in the UK. The Board of Kaupthing Bank believes that the ownership of Singer & Friedlander by a larger financial institution will allow it to further develop its banking, investment management and asset finance activities in a prudent and profitable manner.

Through the complementary nature of both Singer & Friedlander’s and Kaupthing Bank’s investment management operations, the Board of Kaupthing Bank believes the group as a whole will be able to benefit from Singer & Friedlander’s investment management expertise.

The aim of Kaupthing Bank is to raise the return on equity of Singer & Friedlander to a minimum of 15% over a 12 to 18 month period, bringing Singer & Friedlander up to Kaupthing Bank group’s standards.

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MAIN SUBSIDIARIES

Kaupthing Bank operates in ten countries. The following is a brief overview of the Bank’s main subsidiaries. Please note that Singer & Friedlander is discussed separately on pages 76-78.

FIH Erhvervsbank A/S (Denmark) Year Established as Subsidiary: 2004 Managing Director: Lars Johansen FIH Erhvervsbank, Kaupthing Bank’s largest subsidiary, is one of the leading commercial banks in Denmark specializing in corporate lending. The Bank supplies Danish companies with medium and long-term financing. The product portfolio consists of a broad range of financing services including long and short-term loans, acquisition and leveraged finance, private equity funds and equity capital raising. FIH offers investment banking services including mergers and acquisition advisory services and makes principal investments in unlisted Danish companies and in Scandinavian private equity funds. With the inclusion of FIH in the group, Kaupthing Bank established a strong presence in Danish finance as well as making Denmark one of the Bank’s principal markets, along with the UK and Iceland. In 2006 FIH will set up a Capital Markets unit. FIH employs 190 people.

Kaupthing Bank Luxembourg SA Year Established as Subsidiary: 1998 Managing Directors: Magnús Gudmundsson & Johnie W. Brøgger In early 1998 Kaupthing Bank set up a securities brokerage office in Luxembourg. At the beginning of 2000 it was granted a commercial banking licence, and its name was established as Kaupthing Bank Luxembourg SA. As this company has shown strong growth, the range of services it offers has increased significantly. Operations will move into a larger, new space at the beginning of 2006 to accommodate this growth. The main activities of Kaupthing Bank Luxembourg S.A. are private banking and specialized corporate services. In addition to providing general deposit accounts and loans to customers, the private banking services of Kaupthing Bank Luxembourg SA include asset management, securities brokerage, and the establishment of holding companies. Kaupthing Bank Luxembourg SA also specializes in debt-syndication. Kaupthing Bank Luxembourg employs 109 people.

Kaupthing Limited (UK) Year Established as Subsidiary: 2003 Managing Director: Helgi Bergs Kaupthing Limited is a financial company in London authorized by the Financial Services Authority to provide advisory services for investment banking. The Bank’s investment banking operations are directed from London. There are plans to integrate this segment of Kaupthing Bank’s operations in the UK with others, principally Singer & Friedlander. Kaupthing Limited employs 38 people.

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Kaupthing Bank Sverige AB (Sweden) Year Established as Subsidiary: 2002 Managing Director: Robert Charpentier Kaupthing Bank Sverige AB operates in three cities in Sweden: Stockholm, Gothenburg and Malmö. It offers a wide range of financial services with special emphasis on securities brokerage, advisory serv ices and asset management & private banking. Corporate banking and mortgage lending to households also substantiate part of its activities. Services are aimed towards institutions as well as individuals. Kaupthing Bank Sverige AB is among the largest players in the Stockholm Stock Exchange. At the end of the 2005, Christer Villard stepped down as managing director of Kaupthing Bank Sverige AB and Robert Charpentier assumed his position. Kaupthing Bank Sverige employs 284 people.

Kaupthing Bank Oyj (Finland) Year Established as Subsidiary: 2001 Managing Director: Heikki Niemelä Kaupthing Bank Oyj is a Finnish securities company located in Helsinki. It specializes in asset management and securities brokerage for corporations, institutional investors and high net-worth individuals. Kaupthing Bank acquired Sofi Oyj in 2001, its first acquisition in Finland, as a part of Kaupthing Bank’s efforts to establish its presence in the Nordic region. In December 2004, this company was granted a banking licence. Kaupthing Bank Oyj is one of the owners of the Helsinki Stock Exchange, and its market share in the Finnish stock market has increased at a steady pace in recent years. Kaupthing Bank Oyj employs 90 people.

Norvestia Oyj (Finland) Year Established as Subsidiary: 2003 Managing Director: Juha Kasanen At the end of 2003 Kaupthing Bank acquired a majority holding in Norvestia Oyj, a Finnish investment company based in Helsinki, whose Series B shares are listed on the main list of the Helsinki Stock Exchange. Norvestia’s objective is to make long-term investments in listed Nordic equities and funds. Kaupthing Bank acquired 300,000 unlisted A-shares and 1,249,617 listed B-shares, representing 54.6 % of the voting rights and 30.6 % of the nominal value of total share capital in Norvestia Oyj. Norvestia Oyj is fully consolidated with Kaupthing Bank with the shares not owned by the Bank reported as a minority interest. Norvestia Oyj employs 5 people.

Kaupthing Føroyar Virdisbrævameklarafelag P/F (Faroe Islands) Year Established as Subsidiary: 2000 Managing Director: Peter Holm Kaupthing Føroyar Virdisbrævameklarafelag P/F is a leader in asset management for institutional and private investors in the Faroe Islands, where it operates two securities funds. It was the first securities firm in the Faroe Islands where Kaupthing Bank intends to participate in the establishment and development of a Faroese stock exchange. The company offers traditional banking services as well as investment services. Kaupthing Føroyar employs 12 people.

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Kaupthing New York Inc. (US) Year Established as Subsidiary: 2000 Managing Director: Magnus C. Lejdström In 2000 Kaupthing Bank began operations in the US under the name Kaupthing New York Inc. The company focuses on securities brokerage. Brokerage of shares and bonds takes place through the subsidiary Kaupthing Securities Inc., which obtained its brokerage licence in April 2001 and is a member of the National Association of Securities Dealers. The company has direct access to the New York Stock Exchange and the NASDAQ Stock Exchange. Kaupthing New York’s investment banking operation has been engaged in various assignments for the US and Nordic companies. Kaupthing New York employs 8 people.

Kaupthing Norge AS (Norway) Year Established as Subsidiary: 2003 Managing Director: Jan Petter Sissener Kaupthing Norge AS was established in 2003, following the acquisition of Tyren Holding AS, an asset management company. In 2004, Kaupthing Bank further strengthened its Norwegian operations by acquiring A. Sundvall ASA, a securities broker and research house. Kaupthing Norge has since continuously increased its presence in Norway, providing companies, institutional investors and private clients with comprehensive financial services, including asset management, investment banking and capital markets services. Kaupthing Norge AS employs 46 people.

Kaupthing Bank Asset Management Company hf. (Iceland) Year Established as Subsidiary: 1996 Managing Director: Hrafn Arnason Kaupthing Bank Asset Management Company hf. is a subsidiary maintained in addition to Kaupthing Bank’s other activities in Iceland. The company manages a large selection of Icelandic mutual funds that cater to the needs of both private and institutional investors. The funds and their investment strategies differ according to their focus on institutional or private investors. Kaupthing Bank Asset Management Company employs 29 people.

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New Bond Street Asset Management

In May 2004 Kaupthing Bank entered into a Limited Liability Partnership under English law with eight individual partners to form a specialized credit management business called New Bond Street Asset Management LLP (NBSAM). NBSAM is regulated by the UK FSA to provide independent advice, asset management services and fund products. NBSAM specializes in investment grade credit and features three product platforms: private managed accounts, public open-end funds and closed-end funds (CDO management).

NBSAM has a managed account for its strategic partner, Kaupthing Bank where AuM are in excess of €4.3 billion covering sovereign, financial institution and asset backed securities with an average credit quality of A1. NBSAM also has significant expertise in CDO management and has arranged five synthetic corporate CDOs with AuM now exceeding €1.2 billion.* NBSAM expects to arrange a significant CDO of ABS transaction in 2006. A Dublin-based open-ended investment company with a multi-asset class strategy will also be launched during the year aimed at institutional investors.

NBSAM’s success in generating alpha is based on the long track record of the individual partners in the above asset classes and more specifically the following expertise: (i) fundamental credit analysis and portfolio management theory, (ii) knowledge of securitization/CDO technology and, (iii) experience in many forms of structured and vanilla financing. NBSAM employs 17 people.

*Delta-weighted equivalent

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HISTORY

The roots of Kaupthing Bank hf. were conceived in 1982 at the dawn of great change: the emergence of the free capital market in Iceland. Through solid organic growth and a series of strategic acquisitions the Bank has become a vibrant and forward-looking provider of comprehensive financial services throughout northern Europe.

Kaupthing hf. was originally established as a small agency for financial advisory and securities brokerage. After the initial restrictions on the Icelandic financial market were lifted, other legislation controlling financial activities in Iceland began to open up rapidly and encourage a more active market. Kaupthing was at the forefront of these changes as the first to offer managed funds and one of the five founding Operating income 1997 partners in the Iceland Stock Exchange. This pioneering spirit has remained a central force as the Bank continues to chart out new frontiers in the global financial market.

In the mid 90s Kaupthing began to flourish in securities brokerage and asset management. At the same time it widened its focus to include opportunities abroad. Kaupthing established the first global mutual fund in Iceland and was the first Icelandic financial institution to launch a company abroad (in Luxembourg). Kaupthing Bank became licensed as an investment bank in 1997 and was granted a commercial banking licence in January 2002 (when the word “Bank” was added to its name). In

October 2000 Kaupthing was listed on the Iceland Stock Exchange, at which point the owner of the 100% Bank, the savings banks, reduced their holdings and individuals and institutional investors took their Iceland place as shareholders.

Kaupthing Bank has continued to strengthen its international operations through acquisitions and the Operating income 2005 establishment of subsidiaries, expanding beyond the Nordic region’s borders and defining its presence in 8% Luxembourg 30% northern Europe, which the Bank now considers its home market. Initial developments include the acquisi- Iceland tions of the brokerage house Sofi Oyj in Finland in 2001 as well as the Swedish bank JP Nordiska AB (now 2% Other Kaupthing Bank Sverige AB) in 2002. In 2003 Kaupthing Bank and Búnardarbanki merged under the name countries Kaupthing Bank. This move constituted a considerable expansion of the Bank’s activities, as Kaupthing Bank was an investment bank while Bunadarbanki was a corporate and retail bank. The two most significant acquisitions, however, have taken place recently, as they strategically position Kaupthing Bank in major markets overseas. The Danish bank FIH Erhversbank A/S was acquired in 2004, securing a firm foothold in the Danish corporate lending market. Subsequently Britain’s Singer & Friedlander Group plc was acquired in 2005, which substantiates a solid platform for further operations in the UK.

As Iceland’s largest bank Kaupthing Bank retains a key position in the country’s economy. The Bank is both a catalyst for evolution in the domestic market, ushering in the highest standards of trade and new business, 26% and a powerful business partner for national operations seeking far-reaching channels into international Scandinavia markets. However, as the majority of the Bank’s operations take place outside Iceland with over 70% of rev- 34% united Kingdom enue for 2005 generated abroad, the Bank’s reliance on Iceland has been greatly decreased. In this respect Kaupthing Bank has established itself, in the truest sense, as a northern European bank. But geography aside, the Bank has grown into an agent of innovation and advancement across borders and oceans, bringing people with ideas together with the capital and expertise they need to realize their potential.

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Annual accounts

CONTENTS

Endorsement and Signatures of the Board of Directors and the CEO 87 Auditors’ Report 88 Consolidated Income Statement 89 Consolidated Balance Sheet 90 Consolidated Statement of Changes in Equity 91 Consolidated Statement of Cash Flows and Notes 92 Notes to the Consolidated Financial Statements: Accounting policies 94 Notes to the Income Statement 112 Notes to the Balance Sheet 121 Off Balance Sheet Information 137 Additional Information 137 Changes in accounting policies in accordance with IFRS 148 Endorsement and Signatures of the Board of Directors and the CEO

The Consolidated Financial Statements of Kaupthing Bank hf. for the year ended 31 December 2005 have been prepared in accordance with International Financial Reporting Standards (IFRS). These are the Bank’s first Annual Consolidated Financial Statements where IFRS 1 has been applied. The Consolidated Financial Statements include the Financial Statements of Kaupthing Bank hf. and its subsidiaries, together referred to as "the Bank" .

The implementation of IFRS resulted in a decrease in the Bank's shareholders' equity as of 1 January 2005 of ISK 73 million. Further information on the effects of adopting IFRS are in the notes to the Consolidated Financial Statements.

Net earnings, according to the Income Statement, amounted to ISK 49,260 million for the year 1 January to 31 December 2005. The Board of Directors proposes a payment of dividend, ISK 10 per share, which equals 13% of net earnings for the year. Shareholders equity, according to the Balance Sheet, amounted to ISK 194,183 million at the end of the year, including share capital amounting to ISK 6,638 million. The equity ratio of the Bank, calculated according to the Act on Financial Undertakings, was 12.2%. This ratio may not be lower than 8.0%.

Kaupthing Bank hf.’s share capital amounted to ISK 6,638 million at year end. Share capital was increased by ISK 39 million during the year 2005. Registered shareholders at year end 2005 numbered 33,027. At the end of the year, two shareholders held more than 10.0% of the shares in the Bank, Exista B.V. which owned 21.1% of the shares and Egla hf. which owned 10.8% of the shares.

The Bank’s acquisition of Singer & Friedlander plc in the United Kingdom was approved by the Financial Services Authority in the UK in July 2005. As of July Singer & Friedlander plc is a part of the Bank’s Consolidated Financial Statement. In July 2005 the Bank received valid acceptances of the existing issued share capital in Singer & Friedlander plc.

The Board of Directors and the CEO of Kaupthing Bank hf. hereby confirm the Consolidated Financial Statements for 1 January to 31 December 2005.

Reykjavik, 25 January 2006

Board of Directors:

Sigurdur Einarsson Chairman

Ásgeir Thoroddsen Bjarnfredur Ólafsson Brynja Halldórsdóttir Finnur Ingólfsson Gunnar Páll Pálsson Hjörleifur Thór Jakobsson Niels de Coninck-Smith Tommy Persson

CEO: Hreidar Már Sigurdsson

I 87 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Auditors’ Report

To the Board of Directors and Shareholders of Kaupthing Bank hf.

We have audited the accompanying Consolidated Balance Sheet of Kaupthing Bank hf. "the Bank" as of 31 December 2005 and the related Consolidated Income Statement, changes in equity and Cash flows for the year then ended. These Consolidated Financial Statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

We conducted our audit in accordance with International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the Consolidated Financial Statements give a true and fair view of the financial position of the Bank as of 31 December 2005 and of the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU.

Reykjavik, 25 January 2006

Sigurdur Jónsson

Reynir Stefán Gylfason

KPMG Endurskodun hf.

I 8 8 I Consolidated Income Statement for the year 2005

Notes 2005 2004

Interest income 100,009 40,074 Interest expenses ( 67,299 ) ( 21,815 ) Net interest income 38 32,710 18,259 Fee and commission income 23,508 15,481 Fee and commission expenses ( 1,080 ) ( 2,173 ) Net fee and commission income 39 22,428 13,308 Dividend income 40 1,808 3,972 Net gain on financial assets / liabilities not at fair value 41 147 492 Net gain on financial assets / liabilities at fair value 42-46 33,920 12,755 Net foreign exchange difference 1,407 ( 892 ) Share of profit of associates 72 1,396 240 Other operating income 47 8,069 1,834 Net operating income 101,884 49,968 Salaries and related expenses 49 ( 20,317 ) ( 12,851 ) Administration expenses ( 11,594 ) ( 9,428 ) Depreciation and amortisation 77-78 ( 2,818 ) ( 1,347 ) Impairment on loans and advances 52 ( 2,450 ) ( 3,825 ) Impairment on other assets 52 ( 1,939 ) 0 Net loss on non-current assets held for sale ( 483 ) ( 22 ) Profit before income tax 62,284 22,495 Income tax 53 ( 11,228 ) ( 4,236 )

Net earnings 51,056 18,259

Attributable to: Shareholders of Kaupthing Bank hf. 49,260 17,707 Minority interest 1,796 552 51,056 18,259

Earnings per share 54 75.2 35.6 Diluted earnings per share 54 73.9 35.1

AMOUNTS ARE IN ISK MILLIONS I 8 9 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Consolidated Balance Sheet as at 31 December 2005

Notes 31.12.2005 1.1.2005

Assets Cash and cash balances with central banks 55 34,877 6,290 Loans and advances 56-63 1,739,294 1,154,416 Financial assets measured at fair value 64-70 612,366 304,454 Financial assets available-for-sale 71 167 1,507 Investments in associates 72 13,888 3,649 Intangible assets 73-74 54,943 35,098 Investment property 75-76 24,156 19,155 Property and equipment 77-78 22,433 6,092 Tax assets 92-94 5,004 1,092 Non-current assets and disposal groups classified as held-for-sale 80 2,302 3,631 Other assets 81 31,380 19,069

Total Assets 2,540,811 1,554,453

Liabilities Deposits from credit institutions and central banks 83 69,643 32,488 Other deposits 84 486,176 202,193 Borrowings 85-86 1,556,567 968,512 Subordinated loans 87 102,688 57,623 Financial liabilities measured at fair value 88-90 60,273 68,011 Provisions 91 3,271 0 Tax liabilities 92-94 18,458 4,408 Liabilities included in disposal groups classified as held-for-sale 95 1,161 1,402 Other liabilities 96-97 40,062 60,907

Total Liabilities 2,338,299 1,395,544

Equity Share capital 6,638 6,521 Share premium 114,606 110,559 Reserves ( 1,540 ) ( 670 ) Retained earnings 74,479 32,960 Total Shareholders’ Equity 98-101 194,183 149,370 Minority interest 8,329 9,539

Total Equity 202,512 158,909

Total Liabilities and Equity 2,540,811 1,554,453

Off Balance Sheet Items: Obligations 103-105

I 9 0 I AMOUNTS ARE IN ISK MILLIONS Consolidated Statement of Changes in Equity for the year 2005

Shareholders’ equity Share capital Retained Minority Total and premium Reserves earnings Total interest equity

Changes in equity in 2004: Equity 1 January 2004 28,004 17,925 45,929 45,929 Changes due to IFRS ( 271 ) ( 271 ) 8,991 8,720 Equity 1 January 2004, adjusted 28,004 0 17,654 45,658 8,991 54,649 Translation difference ( 670 ) ( 670 ) ( 670 ) Net earnings not posted in Income Statement ( 670 ) ( 670 ) ( 670 ) Net earnings for the year 17,707 17,707 552 18,259 Total earnings for the year 0 ( 670 ) 17,707 17,037 552 17,589 Dividends paid ( 1,322 ) ( 1,322 ) ( 1,322 ) Issued new shares 92,443 92,443 92,443 Purchases and sales of treasury stock ( 3,208 ) ( 3,208 ) ( 3,208 ) Exercised stock options ( 159 ) ( 159 ) ( 159 ) Equity 31 December 2004 117,080 ( 670 ) 34,039 150,449 9,543 159,992

Changes in equity in 2005: Equity 31 December 2004 117,080 ( 670 ) 34,039 150,449 9,543 159,992 Changes due to IFRS ( 1,079 ) ( 1,079 ) ( 4 ) ( 1,083 ) Equity 1 January 2005, adjusted 117,080 ( 670 ) 32,960 149,370 9,539 158,909 Translation difference ( 388 ) ( 388 ) ( 388 ) Fair value changes in AFS financial assets ( 2 ) ( 2 ) ( 2 ) Deferred pension liability ( 480 ) ( 480 ) ( 480 ) Net earnings not posted in Income Statement ( 870 ) ( 870 ) ( 870 ) Net earnings for the year 49,260 49,260 1,796 51,056 Total earnings for the year ( 870 ) 49,260 48,390 1,796 50,186 Dividends paid ( 3,298 ) ( 3,298 ) ( 3,298 ) Purchases and sales of treasury stock 3,706 3,706 3,706 Restating the initial investments in shares ( 4,886 ) ( 4,886 ) ( 4,886 ) Changes in minority interest 0 ( 3,006 ) ( 3,006 ) Exercised stock options 458 458 458 Other reserves 443 443 443 Equity 31 December 2005 121,244 ( 1,540 ) 74,479 194,183 8,329 202,512

AMOUNTS ARE IN ISK MILLIONS I 9 1 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Consolidated Statement of Cash Flows for the year 2005

2005 2004

Operating activities:

Net earnings before income tax 62,284 22,495

Adjustments to reconcile net earnings to cash flow from (used in) operating activities: Non-cash items included in net profit and other adjustments 4,936 5,762 Operating assets and liabilities, changes 23,234 ( 30,118 ) Income taxes paid ( 1,455 ) ( 481 ) Net cash provided by (used in) operating activities 88,999 ( 2,342 )

Investing activities: Investment in associated companies ( 1,805 ) ( 546 ) Dividend received from associated companies 102 268 Payment for acquisition of subsidiaries (less cash acquired) ( 60,356 ) ( 87,899 ) Net cash inflow from disposal of subsidiaries 6,111 1,448 Purchase of intangible assets ( 2, 884 ) 0 Purchase of investment properties ( 4,839 ) ( 2,852 ) Proceeds from sale of investment properties 208 0 Purchase of property and equipment ( 4,965 ) ( 2,741 ) Proceeds from sale of property and equipment 1,452 1,466 Other changes ( 4,855 ) ( 2,179 ) Cash used in investing activities ( 71,831 ) ( 93,035 )

Financing activities: Subordinated loan capital issued 42,731 20,930 Subordinated loan capital repaid ( 3,524 ) ( 1,688 ) Sales (purshases) of own shares to meet share awards and share option awards 3,706 ( 3,208 ) Proceeds from the issue of shares 0 92,443 Dividends paid ( 3,298 ) ( 1,322 ) Cash from financing activities 39,615 107,155

Increase in cash and cash equivalents 56,783 11,778 Effect of exchange rate changes on cash and cash equivalents ( 2,010 ) ( 330 ) Cash and cash equivalents at beginning of the year 26,985 15,537

Cash and cash equivalents at year-end 81,758 26,985

Additional information: Paid and total purchase price of subsidiaries 63,708 89,035 Received and total sale price of subsidiaries 6,111 1,448

I 9 2 I AMOUNTS ARE IN ISK MILLIONS Consolidated Statement of Cash Flows for the year 2005 - SPECIFICATION

2005 2004

Non-cash items in the Income Statement and other adjustments:

Impairment on loans and advances 2,450 3,825 Depreciation of property and equipment 2,437 1,142 Impairment on property and equipment 1,150 0 Amortisation of intangible assets 864 205 Impairment on goodwill 1,521 0 Net earnings of associated companies ( 1,396 ) ( 240 ) Investment properties, fair value change ( 365 ) 0 Indexation and exchange rate difference 1,243 1,172 Net gain on disposal on property and equipment ( 248 ) ( 222 ) Net gain on a disposal of a subsidiary ( 3,093 ) ( 142 ) Share based payment expenses 42 0 Changes in other non cash items 331 22 4,936 5,762

Changes in operating assets and liabilities:

Loans and advances, changes ( 394,644 ) ( 81,642 ) Financial assets measured at fair value, change ( 68,042 ) ( 49,659 ) Financial assets available for sale, change ( 118,012 ) ( 786 ) Tax assets, change ( 1,276 ) 220 Other assets, changes ( 10,096 ) 643 Deposits, changes 233,892 13,535 Borrowings, changes 421,593 84,672 Financial liabilities, measured at fair value, changes ( 14,988 ) 4,744 Provisions, change 3,271 0 Tax liabilities, change ( 1,422 ) ( 3,515 ) Other liabilities, changes ( 27,042 ) 1,670 23,234 ( 30,118 )

Cash and cash equivalents at year-end 2005 2004 2003

Cash in hand and demand deposits 16,828 764 763 Due from credit institutions 64,930 26,221 14,774 Cash and cash equivalents at year-end 81,758 26,985 15,537

AMOUNTS ARE IN ISK MILLIONS I 9 3 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Notes to the Consolidated Financial Statements Accounting policies

General information

Kaupthing Bank hf. is a company incorporated and domiciled in Iceland. The Consolidated Financial Statements for the year 2005 comprise Kaupthing Bank hf. (the parent) and its subsidiaries (together referred to as "the Bank").

The Consolidated Financial Statements are presented in Icelandic krona (ISK), rounded to the nearest million.

The Financial Statements were authorised for issue by the Board of Directors of Kaupthing Bank hf. on 25 January 2006.

Summary of significant accounting policies

1. Statement of compliance The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. These are the Bank’s first IFRS annual Consolidated Financial Statements and IFRS 1 First-time Adoption of International Financial Reporting Standards has been applied.

An explanation of how the transition to IFRS has affected the reported financial position and financial performance of the Bank is provided in note 123. This note includes reconciliations of equity and profit or loss for comparative periods reported under Icelandic GAAP (previous GAAP to those reported under IFRS).

The amendments made in June 2005 to IAS 39, IAS 32 and IFRS 1 relating to the fair value option have been adopted in the Consolidated Financial Statements before their effective date. The effect on the Income Statement and equity of adopting these amendments is disclosed in note 123.

2. Basis of preparation The Consolidated Financial Statements are prepared on the historical cost basis except the following assets and liabilities that are stated at their fair value: derivative financial instruments, financial instruments held for trading, financial instruments designated at fair value through profit and loss, financial instruments classified as available-for-sale and investment properties.

Non-current assets and disposal groups held for sale are stated at the lower of carrying amount and fair value less costs to sell, unless IFRS 5 requires that another measurement basis shall be used.

The preparation of the Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions. These judgements, estimates and assumptions affect the reported amounts of assets and liabilities as well as, income and expenses in the Financial Statement presented. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual outcome can later to some extend differ from the estimates and the assumption made.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

I 9 4 I I NOTES I

Judgements made by management in the application of IFRS that have significant effect on the Financial Statements and estimates with a significant risk of material adjustment in the next year are discussed in note 33.

Transition to IFRS

The preparation of the Consolidated Financial Statements in accordance with IFRS resulted in changes to the accounting policies as compared with the most recent annual Financial Statements prepared under previous GAAP. The accounting policies set out below have been applied consistently to all periods presented in these Consolidated Financial Statements except for IAS 32 and IAS 39 as explained hereafter. They have also been applied in preparing an opening IFRS Balance Sheet at 1 January 2004 for the purposes of the transition to IFRS, as required by IFRS 1, except for IAS 32 and IAS 39 as explained hereafter.

The Bank has decided to make use of the exemption provided in IFRS 1 First-time Adoption of International Financial Reporting Standards regarding restatement of comparative information and did not restate comparative information for the year 2004 so as to comply with IAS 32 Financial Instruments: Disclosure and Presentation and IAS 39 Financial Instruments: Recognition and Measurement.

Instead, the Bank applied its previous GAAP in the comparative information to financial instruments within the scope of IAS 32 and IAS 39, except for comparative amounts presented in the Balance Sheet, which are the amounts reported under previous GAAP as of 31 December 2004, adjusted for the adoption of IAS 32 and IAS 39 on 1 January 2005 as explained in note 123.

The Bank has decided to take the following exemptions affecting comparative financial data:

(i) Business combinations The Bank has decided not to restate business combinations that took place prior to the 1 January 2004 the transition date.

(ii) Fair value or revaluation as deemed cost The Bank decided to measure individual items of property at fair value at the date of transition to IFRS and use that fair value as deemed cost at that date.

(iii) Cumulative translation differences The accounting policies have been applied consistently throughout the Bank for purposes of these Consolidated Financial Statements.

3. Basis of consolidation a) Subsidiaries Subsidiaries are entities controlled by the Bank. Control exists when the Bank has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Control usually exists when the Bank holds more than the 50% of the voting power of the subsidiary. In assessing control, potential voting rights that are currently exercisable or convertible, if any, are taken into account. The Financial Statements of subsidiaries are included in the Consolidated Financial Statements from the date that control commences until the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Bank. The cost of an acquisition is measured as the fair value, at the date of exchange, of the assets given, liabilities incurred or assumed and equity instruments issued, plus cost directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Bank’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the Income Statement.

I 9 5 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

b) Associates Associates are those entities over which the Bank has significant influence, i.e. the power to participate in the financial and operating policy decisions of the associates but not control or joint control over those policies. Significant influence generally exists when the Bank holds between 20% and 50% of the voting power, including potential voting rights, if any. Investments in associates are initially recognised at cost. The Bank’s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition (see note 29).

Investments in associates held as venture capital in Investment Banking are not accounted for on an equity basis but are designated upon initial recognition as financial assets at fair value through profit or loss and accounted for in accordance with IAS 39 Financial Instruments: Recognition and Measurement (see note 72).

The Consolidated Financial Statements include the Bank’s share of the total recognised gains and losses of associates on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. When the Bank’s share of loss exceeds its interest in an associate, the Bank’s carrying amount is reduced to zero and recognition of further losses is discontinued except to the extent that the Bank has incurred legal or constructive obligations or made payments on behalf of the associate. If the associate subsequently reports profits, the investor resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.

If an investment in an associate is classified as held for sale the equity method is no longer applied and the investment is accounted for under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations (see note 18). c) Transactions eliminated on consolidation Intrabank balances, unrealised gains and losses or income and expenses arising from intrabank transactions, are eliminated in the Consolidated Financial Statements. Unrealised gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of the Bank’s interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

4. Foreign currency a) Functional currencies Items included in the Financial Statements of each of the Bank’s entities are measured using the functional currency of the respective entity. b) Foreign currency translations Transactions in foreign currencies are translated into functional currencies at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are translated into functional currencies at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Income Statement in a separate line. Non- monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange rates ruling at the dates the fair value was determined. c) Financial Statements of foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to the presentation currency, Icelandic krona, at foreign exchange rates current at the Balance Sheet date. The revenues and expenses of foreign operations are translated to Icelandic kronas at rates approximating the foreign exchange rates current at the dates of the transactions. Foreign exchange differences arising on translation are recognised directly in a separate component of equity.

I 9 6 I I NOTES I

5. Derivatives A derivative is a financial instrument or other contract within the scope of IAS 39, the value of which changes in response to a change in an underlying variable (such as share, commodity or bond prices, an index value or an exchange or interest rate), which requires no initial net investment or initial net investment that is smaller than would be required for other types of contracts that would be expected to have a similar response to changes in market factors and which is settled at a future date.

The Bank uses derivatives for trading purposes and to hedge its exposure to market price risk, foreign exchange and interest rate risk arising from operating, financing and investing activities.

Derivatives are recognised at fair value. Fair value changes are recognised in the Income Statement, except in the case of derivatives that are designated and are effective hedging instruments, whose fair value changes are recognised in accordance with the accounting policies in note 6. Fair values of derivatives are split into (i) interest income (see note 38), (ii) foreign exchange differences (see note 43) and other gains and losses (note 44). Interest income is recognised on accrual basis. Derivatives with positive fair values are recognised as trading assets and derivatives with negative fair values are recognised as trading liabilities (see notes 65 and 89).

Derivatives embedded in host contracts are treated as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract and the host contract is not carried at fair value through profit and loss. These embedded derivatives are measured at fair value with changes in fair value recognised in the Income Statement. They are presented in the Balance Sheet in the same line as the host contracts.

The fair value of derivatives is determined in accordance with the accounting policy presented in note 8.

6. Hedging Due to the Bank’s risk positions and funding structure, its risk management policies require that the Bank should minimise its exposure to changes in foreign currency rates and manage interest rate, credit risk and market price risk exposure within certain guidelines (see also separate section on risk management). The Bank uses both derivative and non-derivative financial instruments to manage the potential earnings impact of these risks.

Several types of derivatives are used for this purpose, including interest rate swaps and currency swaps, options, financial futures, forward contracts and other derivatives. The purpose of the Bank’s hedging activities is to protect the Bank from the risk that the net cash inflows will be adversely affected by changes in interest or exchange rates, credit ratings or market prices. The Bank enters into transactions to ensure that it is economically hedged in accordance with risk management policies. For qualifying hedge relationships, the Bank uses hedge accounting.

Each qualifying hedge relationship is evidenced and driven by management’s approach to risk management and the decision to hedge the particular risk. Where hedge accounting is applied the Bank assesses, both at the inception of the hedge and each time the Bank prepares its annual or Financial Statements, whether the derivatives used as hedges are highly effective in offsetting the changes in value or cash flows associated with the hedged items. A hedge is normally regarded as highly effective if the changes in fair value or cash flows of the hedged item are expected to almost fully offset the changes in fair value or cash flows of the hedging instrument. Actual effectiveness results must be within a range of 80 to 125 percent on a cumulative basis. The designation and effectiveness measurement follows the methodologies that management has in place for risk identification and measurement. The ineffective portion of any gain or loss on a hedging instrument is recognised in the Income Statement.

I 9 7 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

The Bank’s risk management activities concentrates on hedging the Bank’s net exposure based on its asset and liability positions. Therefore the Bank monitors its interest rate risk exposures by reviewing the net asset or liability gaps within repricing bands. For hedge accounting purposes, the Bank designates the benchmark interest rate exposure of a portion of the underlying gross exposure as the hedged item and the hedge relationship is viewed at a micro level, considering only the relationship between the hedged item and the hedging instrument.

Where the Bank hedges a portfolio of loans in respect of interest rate risk it groups the loans into homogenous layers, each with specific maturities.

The Bank designates hedge relationships only for fair value hedge accounting and net investments in foreign operations. a) Fair value hedges Fair value hedges seek to eliminate risks of changes in the fair value of a recognised asset or liability that will give rise to a gain or loss that will be recognised in the Income Statement.

When a derivative hedges the changes in fair value of recognised assets or liabilities or an identified portion of such assets or liabilities, any gain or loss on the hedging instrument is recognised in the Income Statement. The hedged items are also stated at fair value in respect of the risk being hedged, with any gain or loss being recognised in the Income Statement. The gains and losses on the hedging instruments and hedge items are presented together in the Income Statement as Net gain on financial assets at fair value. b) Hedges of net investments in foreign operations Hedges of net investments in foreign operations seek to eliminate the exposure to foreign currency risks of the net investments.

Exchange differences arising from the translation of the net investment in foreign operations and of related hedges are taken to Translations reserve in equity. The portion of the gain or loss on an instrument used to hedge a net investment in a foreign operation that is determined to be an effective hedge is recognised directly in equity. The ineffective portion is recognised immediately in the Income Statement. They are recycled and recognised in Income Statement upon disposal of the operation. In respect of all foreign operations, any differences that have arisen before 1 January 2004, the date of transition to IFRS, are presented as retained earnings in the equity statement.

7. Loans and advances Loans and advances are non-derivative financial instruments with fixed or determinable payments that are not quoted in an active market, other than those that the Bank upon initial recognition designates as at fair value through profit or loss. Loans and advances include loans provided by the Bank to its customers, participation in loans from other lenders and purchased loans that are not quoted in an active market and which the Bank has no intention of selling immediately or in the near future.

Loans and advances are initially reported at disbursement of the loan. They are initially recognised at fair value, which is the cash given to originate the loan, including any transaction costs, and are subsequently measured at amortised cost using the effective interest method. Accrued interest is included in the carrying amount of the loans and advances.

8. Financial assets measured at fair value through profit and loss. a) Trading assets Trading assets are financial instruments acquired principally for the purpose of generating profits from short- term price fluctuations or from a dealer’s margin.

I 9 8 I I NOTES I

b) Financial assets designated at fair value through profit or loss The Bank classifies certain financial assets upon their initial recognition as financial assets held at fair value with fair value changes recognised in the Income Statement if doing so results in more relevant information because: i) it eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases; or ii) financial assets and/or financial liabilities are managed and their performance is evaluated on a fair value basis, in accordance with the Bank’s risk management or investment strategy, and information about it is provided internally on that basis to the Bank’s key management personnel.

When the Bank becomes a party to instruments containing embedded derivatives which meet specific conditions, the Bank classifies the instruments into this category in order to avoid the complexity of applying the rules on separation and accounting for the embedded derivatives.

The assets classified according to the above-mentioned conditions consist of: i) fixed interest rate loans originated by the Bank whose fixed interest has been changed into floating by entering into corresponding interest rate swaps, ii) equity and debt instruments which are acquired by the Bank with a view to profiting from their total return and which are managed and evaluated on a fair value basis, including equity instruments held by the venture capital organisation of the Bank which give the Bank significant influence over the issuer but not control (see note 3a) and 3b)), iii) structured products that contain embedded derivatives, iv) mortgage loans originated by the Bank’s subsidiary in Denmark. These are financial assets that are granted by the Bank by providing money directly to a debtor. They are initially recorded at fair value, which is the cash given to originate the loan and are subsequently measured at fair value. The fair value of mortgage loans is based on the fair value of the underlying mortgage bonds.“

Financial assets designated at fair value through profit or loss are measured at fair value and changes in their fair value are recognised in the Income Statement as Net gain on financial assets at fair value. Interest and dividend income that arises from these assets are included in Interest income and Dividend income, respectively. Interest income on debt instruments is calculated using the effective interest rate method.

9. Financial assets available-for-sale Financial assets available-for-sale consist of unlisted equity instruments held for long time investment purposes.

Financial assets available-for-sale are recognised at fair value. Unrealised gains or losses on available-for-sale investments are recognised in equity, net of income taxes, until such investments are disposed of or until they are determined to be impaired. On disposal of an available-for-sale investment, the accumulated unrealised gain or loss included in equity is transferred to the Income Statement and recognised as Other operating income. Gains and losses on disposal are determined using the average cost method.

Dividend income on available-for-sale financial assets are included in Dividend income in the Income Statement. Exchange rate differences arising on equity instruments are recognised in equity.

10. Determination of fair value The determination of fair value of financial assets and financial liabilities that are quoted in an active market is based on quoted prices. For all other financial instruments fair value is determined by using valuation techniques. A market is considered active if quoted prices are readily and regularly available and those prices represent actual and regularly occurring market transactions on an arm’s length basis. Further information on determination of fair value on financial instruments is contained in note 121.

I 9 9 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Valuation techniques include recent arm’s length transactions between knowledgeable, willing parties, if available, reference to the current fair value of other instruments that are substantially the same, the discounted cash flow analysis and option pricing models. Valuation techniques incorporate all factors that market participants would consider in setting a price and are consistent with accepted methodologies for pricing financial instruments. Periodically, the Bank calibrates the valuation technique and tests it for validity using prices from any observable current market transactions in the same instrument, without modification or repackaging, or based on any available observable market data.

The best evidence of the fair value of a derivative at initial recognition is the transaction price (i.e. the fair value of the consideration given or received) unless the fair value of that instrument is evidenced by comparison with other observable current market transactions in the same instrument (i.e. without modification or repackaging) or based on a valuation technique whose variables include only data from observable markets. When such evidence exists, the Bank recognises profits on day one.

11. Recognition and derecognition of financial assets and financial liabilities Purchases and sales of financial assets are recognised using trade date accounting, i.e. they are recognised on the date on which the Bank commits to purchase or sell the asset, except for loans which are recognised when cash is advanced to the borrowers.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or where the Bank has transferred substantially all risks and rewards of ownership.

Financial liabilities are recognised when the Bank becomes a party to the contractual provisions of the liability instrument. Financial liabilities are derecognised when the obligation of the Bank specified in the contract is discharged or cancelled or expires.

For more complex instruments, the Bank uses proprietary models, which usually are developed from recognised valuation models. Some or all of the inputs into these models may not be market observable, and are derived from market prices or rates or estimated based on assumptions. When entering into a transaction, the financial instrument is initially recognised at the transaction price, which is the best indicator of fair value, although the value obtained from the valuation model may differ from the transaction price. This initial difference, usually an increase, in fair value indicated by valuation techniques is recognised in income depending upon the individual facts and circumstances of each transaction and not later than when the market data becomes observable.

The value produced by a model or other valuation technique is adjusted to allow for a number of factors as appropriate, because valuations techniques cannot appropriately reflect all factors market participants take into account when entering into a transaction. Valuation adjustments are recorded to allow for model risks, bid-ask spreads, liquidity risks, as well as other factors. Management believes that these valuation adjustments are necessary and appropriate to fairly state financial instruments carried at fair value on the Balance Sheet.

12. Offsetting financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

13. Repurchase agreements A repurchase agreement involves the sale of securities subject to the simultaneous agreement to repurchase the same securities at a certain later date and at an agreed price. In repurchase agreements, the cash received, including accrued interest is recognised in the Balance Sheet. The proceeds from the legal sale of these securities are reported as borrowings.

I 1 0 0 I I NOTES I

The control of the securities remains with the Bank throughout the entire term of the transaction and the securities continue to be reported in the Bank’s Balance Sheet as Financial assets measured at fair value, as appropriate. Interest incurred is recognized as interest expense over the life of each agreement.

14. Leases The Bank classifies leases based on the extent of the transfer of risks and rewards incidental to ownership of leased assets. A lease is classified as a finance lease if the lessor transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if the lessor does not transfer substantially all the risks and rewards incidental to ownership. a) Finance leases The Bank’s receivables from leases classified as finance leases are presented in the Balance Sheet within loans and advances. Finance leases are initially recognised at an amount equal to the net investment in the lease and subsequent lease payments are applied against the gross investment in the lease to reduce both the principal and the unearned finance income.

The Bank recognises its finance income as interest income based on a pattern reflecting a constant periodic rate of return on the Bank’s net investment in the finance lease. The interest rate implicit in the lease is defined in such a way that the initial direct costs are included automatically in the finance lease receivable and therefore the initial direct costs are recognised over the lease term. b) Operating leases Lease payments under operating leases where the Bank is the lessee are recognised as an expense on a straight- line basis over the lease term. Property and equipment which the Bank leases to third party under operating leases are classified in the Balance Sheet as investment property or property and equipment.

15. Intangible assets a) Goodwill All business combinations after 1 January 2004 are accounted for by applying the purchase method. Goodwill has been recognised on the acquisition of subsidiaries and associates. In respect of business acquisitions that have occurred since 1 January 2004, goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired.

In respect of acquisitions prior to this date, goodwill is included on the basis of its deemed cost, which represents the amount recorded under previous GAAP. The classification and accounting treatment of business combinations that occurred prior to 1 January 2004 has not been reconsidered in preparing the Bank’s opening IFRS Balance Sheet at 1 January 2004, see note 123.

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is no longer amortised but is tested annually for impairment, see note 29 b. In respect of associates, the carrying amount of goodwill is included in the carrying amount of the investment in the associate. b) Other intangible assets Intangible assets other than goodwill that are acquired by the Bank are stated at cost less accumulated amortisation and impairment losses. Expenditure on internally generated goodwill and brands is recognised in the Income Statement as an expense as incurred. c) Subsequent expenditure Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.

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d) Amortisation Amortisation is charged to the Income Statement on a straight-line basis over the estimated useful lives of intangible assets. Goodwill with an indefinite useful life is systematically tested for impairment at each Balance Sheet date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:

Software 5 years Customer base 10 years

16. Investment property Investment properties are properties which are held to earn rental income for capital appreciation or both. Investment properties are stated at fair value. The Bank uses internal real estate experts who determine the fair value of investment property by applying recognised valuation techniques. In cases where prices of recent market transactions of comparable properties are available, fair value is determined by reference to these transactions. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.

Properties under an operating lease are classified as an investment property on a property-by-property basis when the Bank holds it to earn rentals or for capital appreciation or both. Any such property interest under an operating lease classified as an investment property is carried at fair value, see note 75.

Any gain or loss arising from a change in fair value is recognised in the Income Statement as Other operating income.

When an item of property and equipment is transferred to investment property following a change in use, any differences arising at the date of transfer between the carrying amount of the time immediately prior to transfer and its fair value is recognised directly in equity if it is a gain. Upon disposal of the item the gain is transferred to retained earnings. Any loss arising in this manner is recognised immediately in profit or loss.

If an investment property becomes owner-occupied it is reclassified as property and equipment and its fair value at the date of reclassification becomes its cost for accounting purposes. When the Bank begins to redevelop an existing investment property for continued future use as investment property, the property remains an investment property, which is measured at fair value, and is not reclassified as property and equipment during redevelopment.

The Bank recognises in the carrying amount of an item of investment property the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the Bank and the cost of the item can be measured reliably. The subsequent costs is added to the carrying amount of the investment property if identified component or part of such component, has been replaced or not, or if the nature of the subsequent cost means a contribution of a new component. All other costs are recognised in the Income Statement as an expense as incurred.

17. Property and equipment a) Owned assets Items of property and equipment are stated at cost less accumulated depreciation and impairment losses, according to the cost model in IAS 16.

Property that is being constructed or developed for future use as investment property is classified as property and equipment and stated at cost until construction or development is complete, at which time it is reclassified as investment property.

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Where parts of an item of property and equipment have different useful lives, those components are accounted for as separate items of property and equipment. b) Leased assets Assets held for leasing under operating lease are recorded as fixed assets. Operating lease rentals receivable are recognised on an accruals basis over the period of the lease. Operating lease assets are depreciated over their useful life on an actuarial basis to their anticipated residual value with a view to ensuring that the overall margin provides a constant periodic return on the net cash investment. c) Subsequent costs The Bank recognises in the carrying amount of an item of property and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the Bank and the cost of the item can be measured reliably. The decision if subsequent costs is added to the acquisition cost of the property or equipment, is based on whether an identified component, or part of such component, has been replaced or not, or if the nature of the subsequent cost means a contribution of a new component. All other costs are recognised in the Income Statement as an expense as incurred. d) Depreciation The depreciable amount of property and equipment is determined after deducting its residual value. Depreciation is charged to the Income Statement on a straight-line basis over the estimated useful lives of each part of an item of property and equipment. The estimated useful lives are as follows:

Buildings 25-50 years Fixtures 5 years Machinery and equipment 3-5 years Vehicles 6 years

The residual value is reassessed annually.

18. Non-current assets and disposal groups held for sale Immediately before classification as held for sale, the measurement of the assets and all assets and liabilities in a disposal group is brought up-to-date in accordance with applicable IFRS. Then, on initial classification as held for sale, non-current assets and disposal groups are recognised at the lower of carrying amount and fair value less costs to sell. Investment Property held for sale is carried at fair value. Impairment losses on initial classification as held for sale are included in the Income Statement, even when there is a revaluation. The same applies to gains and losses on subsequent remeasurement.

Non-current assets and disposal groups held for sale are mainly mortgages foreclosed and disposal entities. Disposal entities are consolidated as „one-line“ consolidation.

19. Insurance contracts Insurance contracts are contracts under which the Bank accepts significant insurance risk from policyholders by agreeing to compensate the policyholders if a specified uncertain future event adversely affects them. The Bank mainly issues insurance contracts from life insurance operations such as life insurance and critical illness. The insurance risk reflects the risk of a policyholder dying or contracting an illness that the insurance covers. These risks are calculated based on mortality rate, frequency of critical diseases and experience.

Contracts that have the legal form of an insurance contract but do not expose the insurer to significant insurance risk, for example life insurance contracts in which the insurer bears no significant mortality risk are classified as investment contracts and are recognised and measured in accordance with IAS 39.

Income due to investment contracts where the policyholder carries the investment risk is recognised as a commission income in the Income Statement. I 1 0 3 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

IFRS 4 Insurance Contracts exempts an insurer temporarily from some requirements of IFRS, including the requirement to consider the Framework in selecting accounting policies for insurance contracts. Accordingly, insurance contracts issued by the Bank and reinsurance contracts that it holds are accounted for in accordance with previous GAAP. However, the Bank does not recognise provisions for possible claims under contracts that are not in existence at the reporting date (such as catastrophe and equalisation provisions). The Bank tests the adequacy of recognised liabilities and it tests reinsurance assets for impairment.

Insurance liabilities in the Balance Sheet comprise premium provision, claim provision and performance-based provision. Premium provision is the part of the premium assumed to insurance risk during the year that belongs to the next reporting year. Claim provision is the total amount of claims existing but not settled plus an actuarial estimate of claims that have occurred but have not been notified. Performance-based provision is the amount that is set aside and used to pay performance-based insurances and discounts.

20. Borrowings Some of the borrowings of the Bank are classified as other financial liabilities and are initially recognised at fair value less attributable transaction costs. Subsequent to initial recognition, borrowings are measured at amortised cost with any difference between cost and redemption amount being recognised in the Income Statement over the period of the borrowings on an effective interest basis. Accrued interest is included in the carrying amount of the borrowings.

21. Subordinated loans Subordinated loans are classified as other financial liabilities and consists of liabilities in the form of subordinated loan capital which, in case of the Bank’s voluntary or compulsory winding-up, will not be repaid until after the claims of ordinary creditors have been met. In the calculation of the capital ratio, the bonds are included within Tier I and Tier II, as shown in note 100. On the one hand, there are subordinated loans with no maturity date that the Bank may not retire until 2011 and 2014 and then only with the permission of the Financial Supervisory Authority. These loans qualify as Tier I capital in the calculation of the equity ratio. On the other hand, there are subordinated loans with various dates of maturity over the next 10 years.

Subordinated loans are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, subordinated loans are stated at amortised cost with any difference between cost and redemption value being recognised in the Income Statement over the period of the borrowings on an effective interest basis.

22. Financial liabilities measured at fair value a) Trading liabilities Trading liabilities primarily consist of derivatives with negative fair values and delivery obligations for short sales of securities. Hedging derivatives such as those used for internal risk control but not qualifying for hedge accounting under IAS 39 are also disclosed under this item.

Trading liabilities are measured at fair value. Gains and losses realised on disposal or redemption and unrealised gains and losses from changes in the fair value of trading liabilities are reported as Net gain on financial assets/ liabilities measured at fair value. Interest expenses on trading liabilities are included in Interest expenses. b) Financial liabilities designated at fair value through profit or loss The Bank classifies certain financial liabilities upon their initial recognition as financial liabilities at fair value with fair value changes recognised in the Income Statement if doing so results in more relevant information because: i) it eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different base or ii) financial assets and/or financial liabilities are managed and their performance is evaluated on a fair value basis, in accordance with the Bank’s risk management or investment strategy, and information about it is provided internally on that basis to the Bank’s key management personnel.

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If the Bank becomes a party to instruments containing embedded derivatives which meet specific conditions, the Bank classifies the instruments into this category in order to avoid the complexity of applying the rules on separation and accounting for the embedded derivatives.

The liabilities classified according to the above-mentioned conditions consist of: (i) Mortgage bonds issued by the Bank are financial liabilities that are created by the Bank by issuing bonds that correspond to the terms of the underlying mortgage loans. (ii) Transaction costs related to financial liabilities designated at fair value through profit and loss are disclosed in the Income Statement as Interest expenses. (iii) Mortgage funding is recognised when cash is advanced to the Bank from issuing bonds. They are initially recorded at fair value, which is the cash received and are subsequently measured at fair value. Fair value of issued mortgage bonds is the current market price. Illiquid mortgage bonds will be carried at a value calculated by discounting cash flows. (iv) Financial liabilities designated at fair value through profit or loss are measured at fair value and changes in their fair value are recognised in the Income Statement as Net gain on assets/liabilities at fair value. Interest expenses that arise from these liabilities are included in Interest expenses. Interest expenses are calculated using the effective interest method.

23. Provisions A provision is recognised in the Balance Sheet when the Bank has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

24. Other assets and other liabilities Other assets and other liabilities are stated at cost.

25. Stock option contracts Stock option contracts enable the Bank’s employees to acquire shares in the Bank. The purchase price equals the market value or higher of the shares at the grant date. The Bank’s cost is evaluated as the time of conclusion according to the Black-Scholes method of evaluating stock option agreements. The cost thus evaluated is expensed during the term of the agreement. It is expensed in the Income Statement and posted separately among equity.

26. Share Capital a) Treasury shares Acquired own shares and other equity instruments (treasury shares) are deducted from equity. No gain or loss is recognised in Income Statement on the purchase, sale, issue or cancellation of treasury shares. Consideration paid or received is recognised directly in equity.

Incremental transaction costs of treasury share transaction are accounted for as a deduction from equity (net of any related income tax benefit).

When classifying a financial instrument (or component of it) in the Consolidated Financial Statements, all terms and conditions agreed between members of the Bank and the holders of the instrument are considered. To the extent there is an obligation that would give rise to a financial liability, the instrument is classified as financial liability, rather than an equity instrument.

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b) Dividend on shares Dividends on shares are recognised in equity in the period in which they are approved by the Bank’s shareholders. Dividends for the year that are declared after the Balance Sheet date are dealt with in the subsequent events note.

27. Cash and cash equivalents Cash and cash equivalents in the Consolidated Statement of cash flows consist of cash, demand deposits with the central banks and demand deposits with other credit institutions.

28. Income and Expense a) Interest income and expense Interest income and expense are recognised in the Income Statement as it accrues, taking into account the effective yield of the asset or an applicable floating rate. Interest income and expense includes the amortisation of any discount or premium or other differences between the initial carrying amount of an interest bearing instrument and its amount at maturity calculated on an effective interest rate basis.

The effective interest rate method is a method of calculating the amortised cost of a financial asset or a financial liability (or group of financial assets or financial liabilities) and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Bank estimates cash flows, considering all contractual terms of the financial instrument, but does not consider future credit losses. The calculation generally includes all fees and amounts paid or received between parties to the contract that are an integral part of the effective interest rate, as well as transaction costs and all other premiums or discounts.

Once a financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognised at the rate of interest used to discount the impairment loss. Interest income on financial assets which have been written down as a result of impairment is calculated based on the net amount of the financial asset taking the write-down into consideration. b) Fee and commission income The Bank provides various services to its clients and earns income there from, such as income from Investment Banking, Corporate Banking, Capital Markets, Asset Management and Retail Banking. Fees earned from services that are provided over a certain period of time are recognised as the services are provided. Fees earned from transaction-type services are recognised when the service has been completed. Fees that are performance-linked are recognised when the performance criteria are fulfilled. c) Dividend income Dividend income is recognised in the Income Statement on the date that the dividend is declared. Income from equity investments and other non-fixed income investments is recognised as dividend income when it accrues. d) Insurance premium Insurance premium represents that part of the premium used to provide insurance coverage in that year, less reinsurers’ share. e) Insurance claims Insurance claims expensed in the Income Statement are claims incurred during the period, plus the increase or decrease due to claims for previous years less reinsurers’ share.

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29. Impairment The carrying amount of the Bank’s assets, other than tax assets and financial assets measured at fair value with changes recognised in the Income Statement is reviewed at each Balance Sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated, see note 29 d.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the Income Statement. a) Impairment on loans and advances The Bank recognises losses for impaired loans promptly where there is objective evidence that impairment of a loan or portfolio of loans has occurred. This is done on a consistent basis in accordance with the Bank’s guidelines.

There are two basic methods of calculating impairment losses, those calculated on individual loans and those losses assessed on a collective basis. Losses expected as a result of future events, no matter how likely, are not recognised.

Objective evidence of impairment includes observable data about the following loss events: (i) significant financial difficulty of the borrower; (ii) a breach of contract, such as a default on installments or on interest or principal payments; (iii) the Bank granting to the borrower, for economic or legal reasons relating to the borrower’s financial difficulty, a refinancing concession, that the lender would not otherwise consider; (iv) it becomes probable that the borrower will enter bankruptcy or undergo other financial reorganisation; (v) the disappearance of an active market for that financial asset because of financial difficulties; or (vi) observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of loans since the initial recognition of those assets, even if the decrease cannot yet be identified with the individual financial assets in the group, including: – adverse changes in the payment status of borrowers in the group; or – general national or local economic conditions connected with the assets in the group.

Individually assessed loans Impairment losses on individually assessed accounts are determined by an evaluation of the exposures on a case- by-case basis. The Bank assesses at each Balance Sheet date whether there is any objective evidence that a loan is impaired. This procedure is applied to all accounts that are considered individually significant. In determining such impairment losses on individually assessed accounts, the following factors are considered: – The Bank’s aggregate exposure to the customer; – the amount and timing of expected receipts and recoveries; – the likely dividend available on liquidation or bankruptcy; – the complexity of determining the aggregate amount and ranking of all creditor claims and the extent to which legal and insurance uncertainties are evident; – the realisable value of security (or other credit mitigants) and likelihood of successful repossession; and – the likely deduction of any costs involved in recovery of amounts outstanding.

Impairment loss is calculated by comparing the present value of the expected future cash flows, discounted at the original effective interest rate of the loan, with its current carrying value and the amount of any loss is charged in the Income Statement. The carrying amount of impaired loans is reduced through the use of an allowance account. In the case of a loan at variable interest rates, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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Collectively assessed loans Where loans have been individually assessed and no evidence of loss has been identified, these loans are grouped together on the basis of similar credit risk characteristics for the purpose of calculating a collective impairment loss. This loss covers loans that are impaired at the Balance Sheet date but which will not be individually identified as such until some time in the future.

The collective impairment loss is determined after taking into account: – future cash flows in a group of loans evaluated for impairment are estimated on the basis of the contractual cash flows of the assets; – historical loss experience in portfolios of similar risk characteristics (for example, by industry sector, loan grade or product); – the estimated period between a loss occurring and that loss being identified and evidenced by the establishment of an allowance against the loss on an individual loan; and – future cash flows in a group of loans evaluated for impairment are estimated on the basis of the contractual cash – management’s experienced judgement as to whether the current economic and credit conditions are such that the actual level of inherent losses is likely to be greater or less than that suggested by historical experience.

The estimated period between a loss occurring and its identification is determined for each identified portfolio.

Estimates of changes in future cash flows for groups of assets should be consistent with changes in observable data from period to period (for example, changes in property prices, payment status, or other factors indicative of changes in the probability of losses on the group and their magnitude). The methodology and assumptions used for estimating future cash flows are reviewed regularly by the Bank to minimise any differences between loss estimates and actual losses.

Loan write-offs Loans (and the related impairment allowance accounts) are normally written off, either partially or in full, when there is no realistic prospect of recovery of these amounts and, for collateralised loans, when the proceeds from the realisation of security have been received.

Reversals of impairment If, in a subsequent period, the amount of an impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. The amount of any reversal is recognised in the Income Statement.

Assets acquired in exchange for loans Non-financial assets acquired in exchange for loans in order to achieve an orderly realisation are recorded as assets held for sale and reported in the Balance Sheet. The asset acquired is recorded at the lower of its fair value less costs to sell and the carrying amount of the loan, net of impairment allowance amounts, at the date of exchange. No depreciation is provided in respect of assets held for sale. Any subsequent write-down of the acquired asset to fair value less costs to sell is recorded as an impairment loss and included in the Income Statement. Any subsequent increase in the fair value less costs to sell, to the extent this does not exceed the cumulative impairment loss, is recognised in the Income Statement. b) Impairment of goodwill The Bank assesses whether there is any indication of impairment of goodwill on annual basis, with expert analysis being commissioned if necessary. Goodwill is written down for impairment. Gains or losses realised on the disposal of subsidiaries include any unamortised balance of goodwill relating to the subsidiary disposed of. c) Impairment of financial assets available-for-sale The Bank determines that available-for-sale equity investments are impaired when there has been a significant or prolonged decline in the fair value below its cost. This determination of what is significant or prolonged requires

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judgement. In making this judgement, the Bank evaluates among other factors, the normal volatility in share price. In addition, impairment may be appropriate when there is evidence of deterioration in the financial strength of the investee, industry and sector performance, changes in technology, and operational and financing cash flows. The amount of impairment loss is recognised in the Income Statement. Impairment losses are subsequently reversed if the reasons for the impairment loss charged no longer apply. d) Calculation of recoverable amount The recoverable amount of the Bank’s investments in financial assets carried at amortised cost is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial recognition of these financial assets).

The recoverable amount of other assets is the greater of their net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. e) Reversals of impairment An impairment loss in respect of financial assets carried at amortised cost is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised.

An impairment loss in respect of an investment in an equity instrument classified as available-for-sale is not reversed through profit or loss. If the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in the Income Statement, the impairment loss shall be reversed, with the amount of the reversal recognised in the Income Statement.

An impairment loss in respect of the goodwill is not reversed.

In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

30. Income tax Income tax on the profit or loss for the period comprises current and deferred tax. Income tax is recognised in the Income Statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantially enacted at the Balance Sheet date, and any adjustment to tax payable in respect of previous years.

The deferred income tax asset / liability has been calculated and entered in the Balance Sheet. The calculation is based on the difference between Balance Sheet items as presented in the tax return on the one hand, and in the Financial Statements on the other, taking into consideration a carry-forward tax loss. This difference is due to the fact that tax assessments are based on premises that differ from those governing the Financial Statements, mostly because revenues, especially of financial assets, are recognised earlier in the Financial Statements than in the tax return. A calculated tax asset is only offset against income tax liability if they are due to tax assessment from the same tax authorities.

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A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

31. Segment reporting Business segment is a distinguishable component of the Bank that is engaged either in providing products or services (business segment) which is subject to risks and rewards that are different from those of other segments.

32. Changes within the Bank In February 2005 the Bank sold all of its shares in the wholly owned subsidiary Lysing hf. At the same time it bought back 82.3% of shares in Eik fasteignafelag hf. that was owned by Lysing hf. As a result, Lysing hf. ceases to be a subsidiary of Kaupthing Bank hf. from 1 January 2005 and therefore it is not included in the Bank's Consolidated Financial Statements from that date, but Eik fasteignafelag hf. is still part of the Consolidated Financial Statement of the Bank. The shares were paid for in cash.

In April Kaupthing Bank hf. announced through a wholly owned subsidiary an offer to acquire the British bank Singer & Friedlander Plc. The offer was conditional on, among other things, the approval of the financial supervisory authorities in Iceland, the United Kingdom and the Isle of Man. Such approval was granted in July 2005 and all the conditions for the acquisition had thereby been fulfilled. In July 2005 the Bank announced that it had received valid acceptances of the existing issued share capital in Singer & Friedlander plc.

Changes within the Bank are specified as follows: Singer & Lysing hf. Friedl. plc Total

Assets: Cash and balances with central banks 0 144 144 Loans and advances ( 29,385 ) 202,000 172,615 Financial assets ( 121 ) 120,640 120,519 Investment in associates ( 269 ) 21 ( 248 ) Investment property ( 6,807 ) 9 ( 6,798 ) Property and equipment ( 789 ) 16,286 15,497 Intangible assets 0 3,322 3,322 Tax assets 0 2,636 2,636 Other assets ( 274 ) 2,488 2,214 Total assets ( 37,645 ) 347,546 309,901

Liabilities: Deposits ( 368 ) 87,614 87,246 Borrowings ( 32,915 ) 191,518 158,603 Subordinated loans ( 187 ) 6,769 6,582 Financial liabilities 0 7,250 7,250 Tax liabilities ( 646 ) 3,020 2,374 Other liabilities ( 511 ) 9,794 9,283 Total liabilities ( 34,627 ) 305,965 271,338

Equity at disposal / acquisition ( 3,018 ) 41,581 38,563 Intangible 0 22,127 22,127 Gain on disposal ( 3,093 ) 0 ( 3,093 ) Total (sale price) / cost of acquisition ( 6,111 ) 63,708 57,597

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Critical accounting estimates and judgements in applying accounting policies

33. The Bank makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. a) Impairment losses on loans and advances The Bank reviews its loan portfolios to assess impairment at least on a quarterly basis. In determining whether an impairment loss should be recorded in the Income Statement, the Bank makes judgements as to whether there is any observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of loans before the decrease can be identified with an individual loan in that portfolio. This evidence may include observable data indicating that there has been an adverse change in the payment status of borrowers in a group, or national or local economic conditions that correlate with defaults on assets in the group. Management uses estimates based on historical loss experience for assets with credit risk characteristics and objective evidence of impairment similar to those in the portfolio when scheduling its future cash flows. The methodology and assumptions used for estimating both the amount and timing of future cash flows are reviewed regularly to reduce any differences between loss estimates and actual loss experience. b) Fair value of derivatives The fair value of financial instruments that are not quoted in active markets are determined by using valuation techniques. Where valuation techniques (for example, models) are used to determine fair values, they are validated and periodically reviewed by qualified personnel independent of the area that created them. All models are certified before they are used, and models are calibrated to ensure that outputs reflect actual data and comparative market prices. To the extent practical, models use only observable data, however areas such as credit risk (both own and counterparty), volatilities and correlations require management to make estimates. Changes in assumptions about these factors could affect reported fair value of financial instruments.

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Notes to the Income Statement

Segment reporting 34. Segment information is presented in respect of the Bank’s business. The primary format, business segments, is based on the Bank´s management and internal reporting structure.

Inter-segment pricing is determined on an arm’s length basis.

Capital Markets is divided into two parts: Capital Markets and Proprietary Trading. Capital Markets handles securities brokerage for the Bank’s clients. Proprietary Trading handles transactions for the Bank’s own account in all major markets, as well as undertaking the Bank’s market making for stocks and bonds.

Investment Banking provides various services to corporate clients through its four main products areas: Merger and & Acquisition advisory, capital market transactions, acquisition and leverage finance and principle investment.

Treasury is responsible for inter-bank trading, the Bank’s funding, derivatives and foreign exchange trading and brokerage.

Banking provides general banking services to retail customers in Iceland and services such as advice and assistance in financing to medium-sized and large companies, particularly in Iceland, Sweden, the UK and Denmark.

Asset Management and Private Banking manage financial assets for institutional, corporate and private clients. Asset Management is organised into three units: Alternative and Mutual Fund Management, Asset Management for Institutional Investors and Services for Institutional Investors. Private Banking consists of two units: Customer Relations and Portfolio Management.

Cost centres are: Overhead, Back office, Risk Management, Finance, Legal department, Information Technology and Human Resources.

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35. Summary of the Bank’s profit centres’ operations:

Asset Managem. Elimination 2005 Capital Investment and Private and cost Markets Banking Treasury Banking Banking centres Total

Net interest income ( 1,120 ) ( 2,322 ) 4,733 32,076 632 ( 1,289 ) 32,710 Net fee and commission income 4,730 7,592 1,364 3,165 5,256 322 22,428 Net financial income 16,008 18,416 2,637 232 100 ( 112 ) 37,282 Other income 35 163 0 2,739 0 6,047 8,984 Operating income 19,653 23,849 8,734 38,212 5,988 4,968 101,404 Operating expenses ( 3,113 ) ( 1,808 ) ( 1,481 ) ( 10,011 ) ( 4,186 ) ( 14,131 ) ( 34,731 ) Impairment 0 ( 22 ) 6 ( 2,395 ) 0 ( 1,978 ) ( 4,389 ) Total expenses ( 3,113 ) ( 1,830 ) ( 1,475 ) ( 12,406 ) ( 4,186 ) ( 16,109 ) ( 39,120 ) Gross profit 16,540 22,019 7,259 25,806 1,802 ( 11,141 ) 62,284 Allocated cost ( 1,751 ) ( 706 ) ( 877 ) ( 5,356 ) ( 1,758 ) 10,448 0 Profit before income tax 14,789 21,313 6,382 20,450 44 ( 693 ) 62,284

Net segment revenue from external customers 22,830 25,620 ( 33,915 ) 77,801 4,482 4,586 101,404 Net segment revenue from other segments ( 3,177 ) ( 1,771 ) 42,649 ( 39,589 ) 1,506 382 0 Operating income 19,653 23,849 8,734 38,212 5,988 4,968 101,404 Total assets 70,277 80,433 428,027 1,849,845 1,823 110,406 2,540,811 Depreciation and amortisation 19 22 4 1,475 15 1,283 2,818

Asset Managem. Elimination 2004 Capital Investment and Private and cost Markets Banking Treasury Banking Banking centers Total

Net interest income ( 182 ) ( 802 ) 2,040 17,896 ( 188 ) ( 505 ) 18,259 Net fee and commission income 2,808 2,743 1,353 2,883 2,954 567 13,308 Net financial income 6,245 8,449 651 76 0 906 16,326 Other income 0 33 0 61 0 1,958 2,052 Operating income 8,871 10,423 4,044 20,916 2,766 2,926 49,945 Operating expenses ( 2,483 ) ( 1,150 ) ( 922 ) ( 4,830 ) ( 1,527 ) ( 12,713 ) ( 23,625 ) Impairment 0 0 ( 24 ) ( 3,795 ) 0 ( 6 ) ( 3,825 ) Total expenses ( 2,483 ) ( 1,150 ) ( 946 ) ( 8,625 ) ( 1,527 ) ( 12,719 ) ( 27,450 ) Gross profit 6,388 9,273 3,098 12,291 1,239 ( 9,793 ) 22,495 Allocated cost ( 1,399 ) ( 887 ) ( 678 ) ( 3,974 ) ( 1,122 ) ( 8,097 ) 0 Profit before income tax 4,989 8,386 2,420 8,317 117 ( 17,890 ) 22,495

Net segment revenue from external customers 11,481 12,092 ( 7,510 ) 29,499 1,644 2,740 49,945 Net segment revenue from other segments ( 2,610 ) ( 1,669 ) 11,554 ( 8,583 ) 1,122 186 0 Operating income 8,871 10,423 4,044 20,916 2,766 2,926 49,945 Total assets 64,667 51,732 223,310 1,151,079 589 63,076 1,554,453 Depreciation and amortisation 29 12 3 223 1 1,079 1,347

I 1 1 3 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Geographic analysis

36. Operating income specified by location of its markets and customers.

The geographical analysis of operating income is provided in order to comply with IFRS, and does not reflect the way the Bank is managed.

2005 Scandi- Luxem- Iceland navia UK bourg Other Total

Net interest income 10,224 10,642 7,698 3,715 431 32,710 Net fee and commission income 8,859 3,815 6,364 2,896 495 22,428 Net financial income 6,218 10,218 18,015 1,907 925 37,282 Other income 5,253 1,743 1,986 2 0 8,984 Operating income 30,554 26,418 34,063 8,520 1,851 101,404

2004 Scandi- Luxem- Iceland navia UK bourg Other Total

Net interest income 7,667 7,368 1,103 1,679 442 18,259 Net fee and commission income 7,184 3,344 1,197 1,411 172 13,308 Net financial income 5,486 2,381 6,214 2,243 2 16,326 Other income 929 646 473 3 1 2,052 Operating income 21,266 13,739 8,987 5,336 617 49,945

Quarterly Statements

37. Summary of the Bank’s operating results by quarters:

2005 2005 2005 2005 q4 q3 q2 q1 Total

Net interest income 9,529 9,487 6,647 7,046 32,710 Net fee and commission income 6,203 6,862 4,930 4,433 22,428 Net financial income 13,960 4,771 11,773 6,777 37,282 Other income 2,855 1,788 771 3,570 8,984 Operating income 32,547 22,909 24,120 21,826 101,404 Operating expenses ( 11,277 ) ( 9,512 ) ( 7,335 ) ( 6,605 ) ( 34,732 ) Impairment ( 1,789 ) ( 928 ) ( 779 ) ( 894 ) ( 4,389 ) Profit before income tax 19,481 12,469 16,007 14,327 62,284 Income tax ( 4,018 ) ( 2,429 ) ( 1,894 ) ( 2,888 ) ( 11,228 ) Net earnings 15,463 10,040 14,113 11,439 51,056

Attributable to: Shareholders of Kaupthing Bank hf. 14,786 9,707 13,673 11,093 49,260 Minority interest 677 333 440 346 1,796 Net earnings 15,463 10,040 14,113 11,439 51,056

I 1 1 4 I I NOTES I

2004 2004 2004 2004 q4 q3 q2 q1 Total

Net interest income 6,510 5,118 3,133 3,498 18,259 Net fee and commission income 5,279 2,196 2,623 3,210 13,308 Net financial income 1,681 7,755 4,215 2,675 16,326 Other income 1,077 249 474 252 2,052 Operating income 14,547 15,318 10,445 9,635 49,945 Operating expenses ( 7,443 ) ( 5,921 ) ( 5,315 ) ( 4,945 ) ( 23,625 ) Impairment ( 1,021 ) ( 555 ) ( 1,113 ) ( 1,136 ) ( 3,825 ) Profit before income tax 6,083 8,842 4,017 3,554 22,495 Income tax ( 1,293 ) ( 1,862 ) ( 534 ) ( 548 ) ( 4,236 ) Net earnings 4,790 6,980 3,483 3,006 18,259

Attributable to: Shareholders of Kaupthing Bank hf. 4,615 6,577 3,488 3,027 17,707 Minority interest 175 403 ( 5 ) ( 21 ) 552 Net earnings 4,790 6,980 3,483 3,006 18,259

Net interest income

38. Interest income and expenses are specified as follows: 2005 2004

Interest income on cash and balances with central banks 367 1 Interest income on loans and advances 79,297 28,770 Net interest income from assets measured at amortised cost 79,664 28,771 Interest income from trading assets 9,293 5,184 Interest income from assets designated at fair value through profit and loss 5,106 1,272 Interest income from derivatives used for hedging 957 0 Interest income from financial lease 3,375 0 Other interest income 1,614 4,847 Total interest income 100,009 40,074

Interest expenses on deposits and balances ( 18,856 ) ( 8,374 ) Interest expenses on borrowings ( 37,776 ) ( 10,987 ) Interest expenses on subordinated loans ( 3,646 ) ( 2,242 ) Net interest expenses on liabilities measured at amortised cost ( 60,278 ) ( 21,603 ) Interest expensess on liabilities designated at fair value through profit and loss ( 1,000 ) ( 175 ) Interest expenses on derivatives used for hedging ( 1,154 ) 0 Interest expenses on other loans (including financial lease) ( 4,708 ) 0 Other interest expenses ( 160 ) ( 37 ) Total interest expenses ( 67,299 ) ( 21,815 )

Net interest income 32,710 18,259

I 1 1 5 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Net fee and commission income

39. Fee and commission income and expenses are specified as follows: 2005 2004

Commission from securities trading 8,263 5,266 Commission from derivatives 1,680 1,116 Commission from lending 1,665 1,582 Other commission income 11,900 7,517 Total fee and commission income 23,508 15,481

Commission expenses on received guarantees ( 61 ) ( 100 ) Commission expenses - securities trading ( 937 ) ( 1,418 ) Other commission expenses ( 82 ) ( 655 ) Total fee and commission expenses ( 1,080 ) ( 2,173 )

Net fee and commission income 22,428 13,308

Dividend income

40. Dividend income are specified as follows:

Dividend income on available-for-sale financial assets 50 77 Dividend income on trading assets 1,723 3,803 Dividend income on assets at fair value through profit and loss 35 92 Total dividend income 1,808 3,972

Net gain on financial assets and liabilities not at fair value

41. Net gain on financial assets and liabilities not at fair value are specified as follows:

Realised gain on loans, advances and finance leases 3 0 Realised gain on available-for-sale assets 138 499 Realised gain on financial liabilities measured at amortised cost 6 0 Total realised gain 147 499

Realised losses on loans, advances and finance leases 0 ( 7 ) Total realised losses 0 ( 7 )

Net gain on financial assets and liabilities not at fair value 147 492

I 1 1 6 I I NOTES I

Net gain on financial assets and liabilities at fair value

42. Net gain on financial assets and liabilities at fair value 2005 2004

Net gain on trading portfolio 14,223 11,219 Net gain on assets designated at fair value through profit and loss 19,226 1,536 Fair value adjustments on hedge accounting 471 0 Net gain on financial assets and liabilities at fair value 33,920 12,755

43. Net gain on trading portfolio are specified as follows:

Gain on equity instruments and related derivatives 12,961 6,861 Gain on interest rate instruments and related derivatives 44 3,335 Gain on foreign exchange trading 751 1,013 Losses on commodities and related derivatives ( 44 ) 0 Gain on credit derivatives 369 10 Gain on other hybrid derivatives 142 0 Net gain on trading portfolio 14,223 11,219

44. Net gain on assets at fair value designated through profit and loss are specified as follows:

Fair value changes on mortgage loans and related bonds issued 13 1,841 Gain (losses) on other assets and liabilities designated at fair value 19,213 ( 305 ) Net gain on assets at fair value through profit and loss 19,226 1,536

45. Fair value changes on mortgage loans and related bonds issued are specified as follows:

Net fair value changes on real credit loans ( 328 ) 1,937 Net fair value changes on mortgage fundings 341 ( 96 ) Fair value changes on mortgage loans and related bonds issued 13 1,841

46. Fair value adjustments in hedge accounting are specified as follows:

Net gain on fair value adjustments in hedge accounting 471 0 Fair value adjustments in hedge accounting 471 0

Other operating income

47. Other operating income is specified as follows:

Gain on disposals of assets other than held for sale 3,896 346 Fair value adjustments on investment properties 400 0 Realised gain on investment properties 67 0 Insurance premium 500 467 Other operating income 3,533 1,210 Policyholders benefits and claims ( 153 ) ( 150 ) Other operating expenses ( 174 ) ( 39 ) Other operating income, total 8,069 1,834

I 1 1 7 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Personnel

48. The Bank’s total number of employees is as follows: 2005 2004

Average number of full time equivalent positions during the year 2,318 1,501 Full time equivalent positions at year-end 2,368 1,606

49. Salaries and related expenses are specified as follows:

Salaries 11,041 9,092 Bonus payments 5,407 2,290 Salary related expenses 2,554 558 Defined contribution expenses 1,315 911 Salaries and related expenses 20,317 12,851

Executive employment terms

50. Salaries to the executives of the Bank, their stock options and shares owned at year-end, are specified as follows: Stock Pension fund options Shares at Salaries Benefits Bonuses payment shares year-end CEO: Hreidar Már Sigurdsson 39.6 2.2 39.6 25.0 3.2 2.8 Directors: Sigurdur Einarsson, Chairman 39.6 28.9 39.6 25.0 3.2 3.7 Ásgeir Thoroddsen 3.5 - Bjarnfredur Ólafsson 4.2 - Brynja Halldórsdóttir 3.5 - Finnur Ingólfsson 3.5 - Gunnar Páll Pálsson 3.5 - Hjörleifur Thor Jakobsson 3.5 - Tommy Persson 3.5 - Peter Gatti 1.3 - Niels de Coninck-Smith 2.3 - CEO in Iceland and Denmark: Ingólfur Helgason 11.1 1.7 40.0 0.0 0.1 2.8 Lars Johansen 37.0 2.7 10.5 10.0 0.0

Five Group Managing Directors 84.1 87.0 84.1 0.3 4.1

Bjarnfredur Ólafsson, a Board member of the Bank, is a partner in the law firm Taxis. The firm has provided the Bank legal service and the total fee paid to the firm was ISK 16 million for the year 2005.

The CEO, the Chairman of the Board and five Group Managing Directors exercised in 2005 stock options that were granted 2002. The difference in exercise price and market price were ISK 191 million, ISK 407 million and ISK 183 million respectively.

Should the Chairman of the Board resign he shall receive salary payments for 12 months onwards, but otherwise his salary payments shall continue for 48 months from the date of the termination of employment. The CEO’s term of notice is 12 months, but should his employment terminate due to other reasons his salary payments shall continue for 48 months.

I 1 1 8 I I NOTES I

Auditor's fee

51. Auditor’s fee is specified as follows: 2005 2004

Audit of the Financial Statements 140 101 Other related audit service 33 53 Review of the Interim Financial Statements 42 31 Other service 71 50 Auditor’s fee 286 235

Fee to others than the Parent Company’s auditors, included in the above total 237 184

Impairment

52. Impairment is specified as follows:

Impairment on loans and advances 2,450 3,825

Impairment on goodwill 1,521 0 Impairment on property and equipment 418 0 Impairment on other assets 1,939 0

Impairment on assets 4,389 3,825

53. Tax assets and tax liabilities recognised in the Income Statement

Current tax expenses 8,115 1,455 Deferred tax expenses 3,113 2,781 Total income tax expenses 11,228 4,236

Reconciliation of effective tax rate: 2005 2004

Profit before income tax 62,284 22,495 Income tax using the domestic corporation tax rate 18.0% 11,211 18.0% 4,049 Effect of tax rates in foreign jurisdictions 0.8% 526 1.3% 284 Non-deductible expenses 0.4% 252 0.2% 56 Tax exempt revenues -0.2% ( 145 ) -0.3% ( 71 ) Tax incentives not recognised in the Income Statement -0.9% ( 532 ) -0.4% ( 82 ) Other changes -0.1% ( 84 ) 0.0% 0 18.0% 11,228 18.8% 4,236

I 1 1 9 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Earnings per Share

54. Earnings per share are specified as follows: 2005 2004

Net earnings attributable to the shareholders of Kaupthing Bank hf. 49,260 17,707

Weighted average share capital: Weighted average of outstanding shares for the year 655.2 497.4 Effects of stock options 10.9 7.6 Weighted average of outstanding shares for the year diluted 666.1 505.0

Earnings per share 75.2 35.6 Diluted earnings per share 73.9 35.1

Numbers of shares at the end of the year, million 663.8 652.1 Numbers of shares at the end of the year diluted, million 674.8 659.7

Average numbers of own shares, million 5.7 3.9 Numbers of own shares, end of year, million 0.7 8.5

Earnings per share

Earnings per share are calculated by dividing the net earnings attributable to equity holders of the Bank by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share

Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Bank calculates dilutive potential ordinary shares by determining the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company’s shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

I 1 2 0 I I NOTES I

Notes to the Balance Sheet

Cash and cash balances with central banks

55. Cash and cash balances with central banks are specified as follows: 31.12.2005 1.1.2005

Cash and cash balances 16,869 5,512 Cash equivalent 18,008 778 Cash and cash balances with central banks 34,877 6,290

Loans and advances

56. Loans and advances are specified as follows:

Loans to credit institutions 195,594 174,310 Loans to customers 1,556,653 992,400 Provision for losses ( 12,953 ) ( 12,294 ) Loans and advances 1,739,294 1,154,416

57. Loans to credit institutions specified by types of loans:

Bank accounts 46,881 15,307 Overdraft 1,733 1,739 Money market loans 97,544 140,879 Other loans 49,436 16,385 Loans to credit institutions 195,594 174,310

58. Loans to credit institutions specified by maturity:

On demand 42,860 41,192 Up to 3 months 110,644 117,311 Over 3 months and up to a year 12,483 6,953 Over 1 year and up to 5 years 26,074 5,254 Over 5 years 3,533 3,600 Loans to credit institutions 195,594 174,310

59. Loans to customers specified by types of loans:

Overdrafts 82,787 41,103 Subordinated loans 7,647 7,023 Other loans 1,270,459 862,444 Advances 125,882 0 Finance lease 51,212 58,719 Finance lease - Current assets 18,666 23,111 Loans to customers 1,556,653 992,400

I 1 2 1 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

60. Loans to customers specified by sectors: 31.12.2005 1.1.2005

Municipalities 2.8% 4.3% Business enterprises: Agriculture 0.6% 0.6% Fishing industry 0.8% 1.0% Industry 11.0% 31.1% Commerce 23.7% 7.5% Service 43.6% 43.3% Individuals 17.4% 12.2% Loans to customers 100.0% 100.0%

61. Loans to customers specified by maturity:

On demand 69,543 36,199 Up to 3 months 296,268 129,117 Over 3 months and up to a year 161,068 114,062 Over 1 year and up to 5 years 515,101 367,876 Over 5 years 514,673 345,146 Loans to customers 1,556,653 992,400

Non-performing loans are classified as aggregated exposures of customers for which the Bank has made specific provisions in part or in full. Non-performing loans amounted at year end 2005 to ISK 15,078 million, 0.98% of total loans to customers.

62. Specifications of subordinated loans:

Loans to customers 5,796 5,117 Bonds and other fixed income securities 1,851 1,906 Subordinated loans 7,647 7,023

63. Changes in the provision on loans and advances are specified as follows: 2005

Balance at the beginning of the year 12,294 Acquisition through business combination 1,765 Impairment on loans and advances during the year 2,450 Exchange rate difference on translation ( 518 ) Write offs during the year ( 3,212 ) Payment of loans previously written off 174 Provision on loans and advances 12,953

Included within interest income is ISK 552 million with respect of interest income accrued on impairment on financial assets and ISK 112 million with respect to the unwind of the impairment provision discount.

Financial assets measured at fair value 31.12.2005 1.1.2005

64. Financial assets measured at fair value are specified as follows:

Trading assets 337,157 205,185 Financial assets designated at fair value 258,717 63,695 Mortgage loans measured at fair value 12,033 31,754 Derivatives used for hedging 4,459 3,820 Financial assets measured at fair value 612,366 304,454

I 1 2 2 I I NOTES I

65. Trading assets are specified as follows: 31.12.2005 1.1.2005

Bonds 197,116 142,864 Other debt instruments 1,286 0 Futures 18 84 OTC derivatives 12,644 11,070 Other trading derivatives 8,385 1,931 Shares 114,463 46,491 Other equity instruments 3,245 2,745 Trading assets 337,157 205,185

66. The Bank has entered into derivatives amounting to ISK 53,388 million against its investments in shares. Derivatives on listed shares amount to ISK 51,180 million and derivatives on unlisted shares amount to ISK 2,208 million. The agreements are entered at market value.

The Bank’s market risk on bonds, derivatives included, amounts to ISK 187,410 million.

67. Financial assets designated at fair value are specified as follows:

Bonds 88,730 28,316 Debt instruments 120,098 0 Shares 46,583 26,224 Other equity instruments 3,306 9,155 Financial assets designated at fair value 258,717 63,695

68. Mortgage loans measured at fair value specified by sectors:

Municipalities 1.9% 2.0% Business enterprises: Agriculture 0.2% 0.3% Industry 22.6% 31.9% Commerce 36.3% 21.0% Construction 4.5% 3.9% Transportation 0.4% 3.7% Electricity, gas, steam and hot water supply 0.0% 0.0% Service 34.1% 37.2% Mortgage loans measured at fair value 100.0% 100.0%

69. Mortgage loans measured at fair value specified by maturity:

Up to 3 months 232 516 Over 3 months and up to a year 543 1,202 Over 1 year and up to 5 years 2,676 6,636 Over 5 years 8,582 23,400 Mortgage loans measured at fair value 12,033 31,754

70. Derivatives used for hedging are specified as follows:

Fair value hedge 982 370 Portfolio hedge of interest rate risk 3,477 3,450 Derivatives used for hedging 4,459 3,820

I 1 2 3 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Financial assets available -for-sale

71. Financial assets available-for-sale are specified as follows: 31.12.2005 1.1.2005

Equity instruments 167 1,507

Investment in associated companies

72. Investment in associates are specified as follows: 2005

Carrying amount at the beginning of the year 3,649 Additions 1,805 Disposals ( 42 ) Transfers 7,671 Income 1,396 Dividend paid ( 102 ) Foreign currency translation ( 490 ) Carrying amount at the end of the year 13,888

Main associates are specified as follows: Owner- Profit Nominal Book ship share value value

Vátryggingafelag Íslands hf., Iceland 24.7% 1,446 161 8,252 Icopal Holding A/S, Denmark 25.0% 0 190 1,903 Drake Management LLC, USA 20.0% 149 10 1,168 Mezzanin Kapital A/S, Denmark 22.7% ( 24 ) 13 429 Greidslumiðlun hf. Iceland 21.1% 91 84 386 P/f Fastogn, Faeroe Islands 47.8% 23 218 268 Reiknistofa Bankanna, Iceland 18.0% 0 2 265 Netdesign Invest A/S, Denmark 25.4% 0 3 254 Credit Info Group hf., Iceland 42.4% 8 158 247 Kreditkort hf., Iceland 20.1% 46 9 225 JHM Holsted Holding A/S, Denmark 25.0% 0 16 155 Thirteen other associates ( 343 ) 18 336 1,396 13,888

Intangible assets

73. Goodwill is distributed among cash-generating units (CGU) in keeping with the main emphasis of monitoring and managing activities. The emphasis of the group has been shifting such that the subsidiaries are less considered the core of operations. Instead, operations are tending more towards placing emphasis on the Bank’s operational units. The integration of these changes in emphasis into the Bank’s organization has begun and a number of organisational changes have already been made, all with the aim of uniting the Bank and increasing its transparency.

I 1 2 4 I I NOTES I

The Bank has now defined the five independent CGU of the Bank’s operation, each devising its own budget and responsible for its own results. Furthermore, the costs of the ancillary units are distributed proportionally among the CGU. The CGU are as follows: 1) capital markets, 2) investment banking, 3) asset management & private banking, 4) treasury and 5) banking. With regard to this operational restructuring and planning within the group, goodwill in the Bank’s accounts has been distributed among the cash generating units according to its origin. As part of the apportioning of the Bank’s goodwill, the recoverable amount is measured by value in use.

Each CGU is assessed on its own, in which expectations for return on equity, payout ratio, equity and yield are the main variables in the assessment of each CGU. An independent operating budget acts as the basis for results for the first year of the scheme, after which the next three years are based on the return objectives for each CGU and after that it is based on long-term yield of comparable units. The Bank aims to achieve consolidated 15% return on equity over the next four years. Return objectives are different within each CGU. In the budget for 2006, return on equity is expected to be higher than the Bank’s objective. In the assessment, future return on equity is expected to be similar to the average of group of comparable units to each CGU.

The discount rate for each CGU is as follows: Capital Markets 10.9% Investment Banking 10.9% Treasury 10.9% Asset Management and Private Banking 9.0% Banking 8.2%

A sensitivity analysis of the budgets and key premises revealed that a significant deviation from the budget or a breakdown must take place in order to effect an impairment of the goodwill that has been distributed to any of the Bank’s CGU.

Intangible assets Other intangible Total Total 74. Intangible assets are specified as follows: Goodwill assets 2005 2004

Book value 1 January 34,011 1,087 35,098 6,374 Acquisition through business combination 394 942 1,336 0 Exchange rate difference ( 1,178 ) ( 69 ) ( 1,247 ) ( 1,172 ) Additions during the year 18,775 2,883 21,658 30,101 Impairment ( 1,521 ) 0 ( 1,521 ) 0 Amortisation 0 ( 381 ) ( 381 ) ( 205 ) Book value 31 December 50,481 4,462 54,943 35,098

Investment property

75. Investment properties for renting are specified as follows: 2005

Book value 1 January 19,155 Exchange rate difference 5 Additions during the year 4,839 Disposals during the year ( 208 ) Revaluation during the year 365 Book value 31 December 24,156

The Bank’s investment properties were revalued at 31 December 2005 by independent professionally qualified valuers. Valuations were based on current prices in an active market for all properties except for the properties located in Iceland where the Bank used discounted cash flow projections.

I 1 2 5 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

76. Leases as lessor

The Bank leases out investment property under operating leases (see note 14 b). The future minimum lease payments under non-cancellable leases are as follows: 31.12.2005 1.1.2005

Less than one year 917 3,832 Over 1 year and up to 5 years 3,768 2,620 Over 5 years 15,263 11,050 Minimum lease payments under non-cancellable leases 19,948 17,502

During the year ended 31 December 2005 ISK 1,530 million was recognised as rental income in the Income Statement and ISK 2 million in respect of repairs and maintenance was recognised as an expense in the Income Statement relating to investment property. Comparative amounts for the year 2004 amounted ISK 778 million and ISK 52 million, respectively.

In the Income Statement, direct operating expenses include ISK 5 million relating to investment property that was unlet compared to ISK 5 million for the year before.

Property and equipment

77. Property and equipment are specified as follows:

Real Machinery estate for and equipm. Operating Total Total own use for own use lease 2005 2004

Balance 1 January 5,078 5,703 0 10,781 9,470 Acquisitions through business combination 3,218 2,697 16,969 22,884 412 Exchange rate difference ( 90 ) ( 321 ) 0 ( 411 ) ( 291 ) Additions during the year 635 975 3,355 4,965 2,741 Disposals during the year ( 177 ) ( 1,026 ) ( 956 ) ( 2,159 ) ( 1,551 ) Impairment ( 388 ) ( 30 ) 0 ( 418 ) 0 Total value 31 December 8,276 7,998 19,368 35,642 10,781

Previously depreciated 1,151 3,538 0 4,689 4,130 Acquisitions through business combination 339 1,197 5,738 7,274 116 Exchange rate difference ( 12 ) ( 223 ) 0 ( 235 ) 0 Depreciation during the year 187 1,061 1,189 2,437 1,142 Disposals during the year 0 ( 97 ) ( 858 ) ( 955 ) ( 699 ) Total depreciation 31 December 1,665 5,476 6,069 13,210 4,689

Book value at 31 December 6,611 2,523 13,299 22,433 6,092

I 1 2 6 I I NOTES I

78. Depreciation and amortisation in the Income Statement is specified as follows: 2005 2004

Depreciation of property and equipment 2,437 1,142 Amortisation of intangible assets 381 205 Depreciation and amortisation in the Income Statement 2,818 1,347

79. Property under construction

During the year ended 31 December 2005, the Bank commenced construction of a new building for future use as headquarters; costs incurred up to the Balance Sheet date totalled ISK 590 million including the acquisition cost of the land in the year 2005.

Non-current assets and disposal groups classified as held for sale 31.12.2005 1.1.2005

80. Non-current assets and disposal groups classified as held for sale are specified as follows:

Mortgages foreclosed - tangible assets held for sale 572 979 Mortgages foreclosed - total assets of legal entities held for sale 1,730 2,652 Non-current assets and disposal groups classified as held for sale 2,302 3,631

Other assets

81. Other assets are specified as follows:

Unsettled securities trading 16,091 2,337 Reinsurers’ share in insurance fund 136 107 Accounts receivables 6,997 4,237 Sundry assets 401 10,601 Prepaid expenses 2,887 660 Accrued income 4,868 1,127 Other assets 31,380 19,069

Unsettled securities trading was settled in less than three days from the accounting date.

82. Reinsurers’ share in insurance fund are specified as follows:

Premium reserve for reinsurers’ share in insurance fund 30 20 Claims reserve for reinsurers’ share in insurance fund 106 87 Reinsurers’ share in insurance fund 136 107

I 1 2 7 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Deposits from credit institutions and central banks

83. Deposits from credit institutions and central banks mature as follows: 31.12.2005 1.1.2005

On demand 11,176 18,017 Up to 3 months 52,820 3,252 Over 3 months and up to a year 3,890 6,838 Over 1 year and up to 5 years 0 2,118 Over 5 years 1,757 2,263 Deposits from credit institutions and central banks 69,643 32,488

Other deposits

84. Other deposits mature as follows:

On demand 163,426 80,084 Up to 3 months 253,963 82,980 Over 3 months and up to a year 18,156 8,773 Over 1 year and up to 5 years 39,834 23,922 Over 5 years 10,797 6,434 Other deposits 486,176 202,193

Borrowings

85. Borrowings are specified as follows:

Bonds issued 1,158,806 779,931 Bills issued 164,910 35,726 Money market loans 200,581 111,901 Other loans 32,270 40,954 Borrowings 1,556,567 968,512

86. Borrowings mature as follows:

On demand 10,684 9,685 Up to 3 months 300,885 145,277 Over 3 months and up to a year 214,935 125,907 Over 1 year and up to 5 years 862,240 581,107 Over 5 years 167,823 106,536 Borrowings 1,556,567 968,512

I 1 2 8 I I NOTES I

Subordinated loans

87. Subordinated loans are specified as follows:

Interest 31.12.2005 1.1.2005 Orginal Interest after Matutity Book Book interest change change date value value

Loans that qualify as Tier I capital: Issued in 2001 ISK 8.7% 2011 None 1,232 1,190 3m Eurobor Issued in 2004 EUR 5.9% 2014 + 245bps None 12,545 12,757 Issued in 2005 EUR 6.3% 2010 6.3% None 13,517 Issued in 2005 ISK None 3,352 Issued in 2005 USD 5.1% None 10,555 Loans that qualify as Tier I capital total: 41,201 13,947

Loans that qualify as Tier II capital: Issued in 1996 DKK 0.0% 2007 370 684 Issued in 1999 EUR 6.4% 2009 2,545 2,505 Issued in 1999 JPY 0.0% 2032 3,057 5,919 Issued in 2000 ISK 6.0% 2005 7.5% 2010 1,216 1,470 Issued in 2000 ISK 7.0% 2007 9.0% 2012 1,974 2,128 Issued in 2001 ISK 6.0% 2006 7.5% 2011 129 122 Issued in 2001 ISK 8.0% 2006 10.0% 2011 1,223 1,421 Issued in 2002 ISK 6.0% 2007 7.5% 2012 948 904 Issued in 2002 ISK 7.5% 2009 10.0% 2014 1,334 1,279 Issued in 2002 ISK 8.0% 2026 247 3 m Euribor 3 m Euribor Issued in 2002 EUR + 115bps. 2007 + 365bps. 2012 374 418 Issued in 2003 GBP 7.5% 2019 5,646 Issued in 2004 ISK 5.4% 2009 7.4% 2014 1,557 1,917 3 m Euribor 3 m Euribor Issued in 2004 EUR + 65bps. 2009 + 165bps. 2014 22,284 24,909 Issued in 2004 DKK 3.0% 2008 112 Issued in 2005 USD 0.0% 2032 3,660 4x(CMS 10y/2y) Issued in 2005 USD 7.5% 2010 10%/3,75% 2045 4,835 4x(CMS 10y/2y) Issued in 2005 EUR 6.5% 2010 9%/3% 2045 6,227 3 m Euribor 3 m Euribor Issued in 2005 EUR + 40bps. 2012 + 140bps. 2017 3,749 Loans that qualify as Tier II capital total: 61,487 43,676

Total 102,688 57,623

I 1 2 9 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Financial liabilities measured at fair values 31.12.2005 1.1.2005

88. Financial liabilities measured at fair value through profit and los s are specified as follows:

Trading liabilities 32,003 13,916 Derivatives used for hedging 13,276 19,219 Mortgage funding measured at fair value 14,994 34,876 Financial liabilities measured at fair value through profit and loss 60,273 68,011

89. Trading liabilities are specified as follows:

Short position in equity instruments held for trading 3,765 743 Derivatives held for trading 27,942 13,173 Other liabilities held for trading 296 0 Trading liabilities 32,003 13,916

90. Derivatives used for hedging are specified as follows:

Portfolio hedge of interest rate risk 13,276 19,219

Provisions

91. Provisions are specified as follows: 31.12.2005

Provision for pensions 2,815 Other provisions 456 Provisions 3,271

Tax assets and tax liabilities

92. Tax assets and liabilities are specified as follows: Assets Liabilities

Current tax 0 8,115 Deferred tax 5,004 10,343 Total tax assets and liabilities 5,004 18,458

93. Deferred tax assets and liabilities are specified as follows:

Deferred tax at the beginning of the year 1,092 4,408 Acquisition through business combination 3,987 4,333 Disposals during the year 0 ( 474 ) Exchange rate difference on translation ( 150 ) ( 932 ) Calculated income tax for the year 75 11,303 Income tax because of 2005 to be paid in year 2006 0 ( 8,115 ) Deferred tax assets and liabilities at the end of the year 5,004 10,343

I 1 3 0 I I NOTES I

94. Deferred tax assets and liabilities are specified as follows: Assets Liabilities

Shares in other companies 70 1,586 Currency linked assets and liabilities 0 502 Loans 0 5,643 Derivatives 0 (841) Fixed assets 0 455 Other assets and liabilities 3,677 3,010 Carry forward taxable loss 1,257 ( 12 ) Deferred tax assets and liabilities at the end of the year 5,004 10,343

Liabilities included in disposal groups classified as held for sale 31.12.2005 1.1.2005

95. Liabilities included in disposal groups classified as held for sale are specified as follows:

Loans on mortgages foreclosed 14 75 Loans on mortgages foreclosed - total liabilities of legal entities held for sale 1,147 1,327 Liabilities included in disposal groups classified as held for sale 1,161 1,402

Other liabilities

96. Other liabilities are specified as follows:

Insurance liabilities 5,965 1,345 Unsettled securities trading 8,478 2,903 Accounts payable 3,573 2,332 Other liabilities 22,046 54,327 Other liabilities 40,062 60,907

Unsettled securities trading was settled in less than three days from the accounting date.

97. Insurance liabilities are specified as follows:

Provision for unearned premiums 297 782 Claims outstanding 227 194 Provision for bonuses 21 369 Life insurance provision due to unit linked policies 5,420 0 Insurance liabilities 5,965 1,345

I 1 3 1 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Equity

Shareholders’ equity

98. According to the Parent Company’s Articles of Association, total share capital amounts to ISK 6,645 million. At year-end 2005 own shares amounted to ISK 7 million and share capital, according to the Balance Sheet, thus amounted to ISK 6,638 million. One share has a nominal value of ISK 10. One vote is attached to each share.

Increase of share capital during the year is broken down as follows: Share Market capital value 2005 Shares outstanding at 1 January 6,521 293,732 Issued new shares 39 416 Purchases and sales of treasury stock 78 3,706 Shares outstanding at 31 December 6,638 495,194

Own shares 7 485

Share Market 2004 capital value

Shares outstanding at 1 January 4,384 204,497 Issued new shares 2,201 92,443 Purchases and sales of treasury stock ( 64 ) ( 2,949 ) Shares outstanding at 31 December 6,521 288,228

Own shares 86 3,801

I 1 3 2 I I NOTES I

99. Movement in share capital during the year segregates as follows:

2005 Share Share Stock capital premium options Total

Balance at 1 January 2005, adjusted 6,521 110,402 157 117,080 Purchases and sales of treasury stock 78 3,628 3,706 Issued new shares in November 39 377 416 Exercised stock options 30 ( 30 ) 0 Stock option expense 42 42 Balance 31 December 2005 6,638 114,437 169 121,244

Share premium is specified as follows: Share premium account 114,071 Statutory reserve 366 Share premium total 114,437

2004 Share Share Stock capital premium options Total

Balance at 1 January 2004, adjusted 4,384 23,304 316 28,004 Issued new shares 2,201 90,242 92,443 Purchases and sales of treasury stock ( 64 ) ( 3,144 ) ( 159 ) ( 3,367 ) Balance 31 December 2004, adjusted at 1 January 2005 6,521 110,402 157 117,080

Share premium is specified as follows: Share premium account 110,036 Statutory reserve 366 Share premium total 110,402

I 1 3 3 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

100. Movement in reserves were as follows:

Pension Fair Value Translation 2005 reserve AFS reserve reserve Total

Balance at 1 January, adjusted 0 0 ( 670 ) ( 670 ) Translation difference ( 388 ) ( 388 ) Changes in fair value of available-for-sale financial assets ( 2 ) ( 2 ) Deferred pension liability ( 480 ) ( 480 ) Balance 31 December ( 480 ) ( 2 ) ( 1,058 ) ( 1,540 )

2004 Translation reserve Total

Balance at 1 January, adjusted 0 0 Translation difference ( 670 ) ( 670 ) Balance 31 December ( 670 ) ( 670 )

Pension reserve The pension reserve includes the changes in the pension obligation.

Translation reserve The translation reserve compromise all foreign exchange differences arising from the translation of the Financial Statements of foreign operations that are not integral to the operations of the Bank, as well as from the translation liabilities that hedge the Bank’s net investment in a foreign subsidiary.

Fair value AFS reserve The fair value reserve includes the cumulative portion of the cumulative net change in fair value of available-for- sale investments until the investment is derecognised.

I 1 3 4 I I NOTES I

101. Equity at the end of the year amounts to ISK 202,512 million. The equity ratio, calculated in accordance to Article 84 of the Act on Financial Undertakings, was 12.2%. According to the law the ratio may not go below 8.0%.

The ratio is calculated as follows: 31.12.2005 31.12.2004 Book Weighted Book Weighted value value value value Risk I: Assets recorded in the Financial Statements 2,540,811 1,841,833 1,534,020 1,166,377 Assets deducted from equity ( 62,590 ) ( 50,335 ) Guarantees and other items not included in the Balance Sheet 166,029 73,129 1,945,272 1,189,171 Equity: Tier I capital: Equity 202,512 158,749 Intangible assets ( 54,943 ) ( 34,208 ) Assets subtracted from equity ( 6,741 ) ( 1,232 ) Subordinated loans 41,201 13,947 Tier II capital: Subordinated loans 61,285 43,108 Investment in credit institutions ( 6,451 ) ( 11,598 ) 236,862 168,766

Equity ratio 12.2% 14.2% Thereof Tier I ratio 9.4% 11.5%

I 1 3 5 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Derivatives

102. Derivatives remaining maturity date of principal and book value are specified as follows:

2005 Principal Book value Over 3 months Up to 3 and up to Over 1 months a year year Total Assets Liabilities Currency and interests rate derivatives, agreements unlisted: Forward exchange rate agreements 519,031 44,442 595 564,068 5,820 4,264 Interest rate and exchange rate agreements 78,372 167,328 777,591 1,023,291 14,558 40,044 Options - purchased agreements 2,399 4,395 25,945 32,739 861 0 Options - sold agreements 7,310 6,401 21,504 35,214 143 432 607,111 222,566 825,635 1,655,312 21,383 44,740 Equity derivatives: Equity swaps, agreements unlisted 60,252 17,987 0 78,239 2,517 4,729 Equity options, purchased, agreements unlisted 5,501 0 2,000 7,501 56 0 Equity options, sold, agreements unlisted 2,357 0 2,000 4,357 0 144 Futures, agreements listed 920 0 0 920 0 2 69,030 17,987 4,000 91,017 2,573 4,876 Bond derivatives: Bond swaps, agreements unlisted 6,343 4,218 25,155 35,717 71 1,154 Derivatives total 682,484 244,772 854,790 1,782,046 24,027 50,769

The objective of the above-mentioned agreements is to control currency and interest rate risk of the Bank. The credit risk is valued at ISK 27,158 million when calculating the capital ratio of the Bank.

Principal Book value 2004 Over 3 months Up to 3 and up to Over 1 months a year year Total Assets Liabilities Currency and interests rate derivatives, agreements unlisted: Forward exchange rate agreements 279,196 17,507 306 297,009 4,170 3,427 Interest rate and exchange rate agreements 109,933 199,415 728,588 1,037,936 11,351 45,167 Options - purchased agreements 12,530 2,989 2,357 17,876 293 0 Options - sold agreements 8,848 5,094 22,819 36,761 0 188 410,507 225,005 754,070 1,389,582 15,814 48,782 Equity derivatives: Equity swaps, agreements unlisted 6,015 5,106 2,581 13,702 879 528 Equity options, purchased, agreements unlisted 0 2,089 2,000 4,089 31 0 Equity options, sold, agreements unlisted 0 721 2,000 2,721 0 96 Futures, agreements listed 0 0 0 0 0 6 6,015 7,916 6,581 20,512 910 630 Bond derivatives: Bond swaps, agreements unlisted 45,546 1,335 0 46,881 181 2,941 Derivatives total 462,068 234,256 760,651 1,456,975 16,905 52,353

I 1 3 6 I I NOTES I

Off Balance Sheet information

Obligations

103. The Bank has granted its customers guarantees, overdraft permissions, loan commitments, assets under management and custody agreements. These items are specified as follows:

31.12.2005 1.1.2005

Guarantees 196,793 1,223 Credit default swaps average rate A 179,147 114,937 Unused overdrafts 42,558 14,787 Loan commitments 165,066 144,688

The credit risk is valued at ISK 141 million for Guarantees, Credit default swaps, Unused overdrafts and Loan commitments when calculating the capital ratio of the Bank.

Assets under management 1,073,651 507,755 Assets under custody 1,426,448 909,994

Operating lease commitments

104. At 31 December 2005, the Bank was obligated under a number of non-cancellable operating leases for premises and equipment. The significant premises leases usually include renewal options and escalation clauses in line with general office rental market conditions as well as rent adjustments based on price indices. However, the lease agreements do not contain contingent rent payment clauses and purchase options.

105. The Bank has concluded lease agreements regarding the real estate it uses for its operations. The lease agreement is for a period of up to 20 years and the Bank has priority right of purchase or right to extend the lease agreement at the end of that period. The net present value of the Bank’s obligation in relation to lease is at year end 2005 ISK 4,113

Additional information

Deposit Insurance Fund

106. According to the Act on the Deposit Insurance Fund for Owners of Saving Deposits and Investors, the total assets of the Fund shall be a minimum of 1.0% of the average insured deposits in Commercial Banks and Savings Banks for the previous year.

Pledged assets

107. Assets have been pledged as security in respect of the following liabilities and contingent liabilities:

Liabilities Repo agreements with central banks 14,364 18,017

Details of the carrying amounts the assets pledged as collateral are as follows:

Assets pledged Housing loans securities 15,458 19,390

I 1 3 7 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Stock options

108. The Board of Directors of Kaupthing Bank hf. has decided on the basis of the Bank’s stock option scheme to grant employees in the group stock options to buy shares in the Bank. Stock option holders are entitled to exercise one third of their total stock option every year for three years between 20 January and 25 February, and the first period in which options can be exercised is from 20 January to 25 February 2007. The option has an exercise price of ISK 600 per share. The Board of Directors granted options on a total of 3.9 million shares.

At the same time as granting stock options to all employees, the Board of Directors of the Bank has also granted 330 employees stock options to buy 8.7 million shares over a three-year period, during which they can exercise one third of the stock options each year. The period in which options can be exercised is also from 20 January to 25 February each year, with the first exercise period in 2007. The option has an exercise price of ISK 600 per share during the first exercise period, ISK 630 per share during the 2008 exercise period and ISK 660 per share during the 2009 exercise period. The exercise of the options can be postponed each time until last exercise date but the strike price will increase to the price indicated by the relevant exercise date.

The terms and conditions of the grants are as follows, whereby all options are settled by physical delivery of shares.

Number of Contractual shares in life of Exercise Grant date / employees entitled: thousands Vesting conditions: options price

October 2002 240 Five years of service. Exercisable at expiry date. 5 years 120 March 2004 6,496 Four years of service. The stock option is 4 years 303 exercisable 2006-2008 December 2002 1,433 Six years of service. One third of total stock 6 years 114.9 option is exercisable 2006-2008. Options granted to employees Three years of service. One third of total stock at 16 November 2005 3,922 option is exercisable every year for three years. 3 years 600 Options granted to employees Three years of service. One third of total stock 600/630 at 16 November 2005 8,720 option is exercisable every year for three years. 3 years /660 Total share options 20,811

The number and weighted average exercise prices of share options is as follows:

2005 2004 Weighted Weighted average Number of average Number of exercise option exercise options price contracts price contracts

Outstanding at the beginning of the year 209 346 108 762 Forfeited during the year 112 62 104 47 Exercised during the year 108 269 215 691 Granted during the year 641 2,636 303 2 Outstanding at the end of the year 494 2,649 209 346

The options outstanding at 31 December 2005 have an exercise price in the range of 114.9 to 660 and a weighted average contractual life of 2.8 years.

I 1 3 8 I I NOTES I

The fair value of services received in return for share options granted is measured by reference to the fair value of share options granted. The estimate of the fair value of the services received is measured based on the Black-Scholes model. The contractual life of the option is used as an input into this model. Expectations of early exercise are not incorporated into the Black-Scholes model.

The fair value of options granted during the period determined using the Black-Scholes valuations model was ISK 1,127 million which will be amortised over contractual life of options. The significant inputs into the model were share prices of 600 (600, 630 and 660 for key management), expected volatility of 15%, option life disclosed above, annual risk free interest rate of 7.4%, and expected dividends yield of 2.3%. The expected volatility is based on the historic volatility over the last 12 months from the grant date.

With a declaration dated 30 December 2005, employees of Kaupthing Bank hf. waived their put options on purchased shares in the Bank.

The Board of Directors of FIH Erhvervsbank has granted the employees of FIH a stock option scheme which can be exercised 2008, 2009 and 2010. The options can only be exercised for 30 days after the Financial Statements have been published. During 2005 ISK 43 million has been entered among Salaries and related expenses and ISK 39 million in the Balance Sheet as liability.

Related parties

109. The Bank has a related party relationship with its subsidiaries (see note 122), associates (see note 72), the Board of Directors of the parent company, the managing directors of the Bank, the managing directors of the biggest subsidiaries, close family members of individuals referred to herein, and entities with significant influence as the largest shareholders of the Bank which are Exista B.V. (21.1%), Egla hf. (10.8%) and Vátryggingafélag Íslands hf. (4.0%). This definition is based on IAS 24. Information regarding related parties are as follows:

Significant related companies: 2005 2004 Loans: Balance at the beginning of the year 3,128 3,128 Additions 15,604 0 Reductions ( 15,669 ) 0 Balance at the end of the year 3,063 3,128

The Bank has granted loans to its key management. The outstanding balance of loans to the management and close family members amounted to ISK 7,545 million at 31 December 2005 and ISK 1,955 million at 31 December 2004. The terms and conditions are similar for the key management as loans granted to other customers of the Bank. The aforementioned amounts do not include loans related to the business activities of the key management.

No unusual transactions took place with related parties in the year 2005.

Transactions with related parties have been conducted on arm’s length basis.

Salaries, remuneration and salary related expenses to the executive board and the Board of Directors are shown in note 50.

I 1 3 9 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Events after the Balance Sheet date

110. There have been no material post Balance Sheet events which would require disclosure or adjustment to the 31 December 2005 Financial Statements. On 25 January 2006 the Board of Directors reviewed the Financial Statements and authorised them for publication. These Financial Statements will be submitted to the Annual General Meeting of shareholders to be held on 17 March 2006 for approval.

Risk management disclosure

111. Kaupthing Bank faces various types of risks related to its business as a financial institution, which arise from its day to day operations. Management devotes a significant portion of its time to the management of these risks. The mainstays of effective risk management are the identification of significant risk, the quantification of the Bank’s risk exposure, actions to limit risk and the constant monitoring of risk. The most significant of these risks are discussed below. The most important types of financial risk to which the Bank is exposed are credit risk, liquidity risk and market risk. Market risk includes currency risk, interest rate risk and equity price risk.

Risk policy of Kaupthing Bank

The assessment of risk, in particular the determination of its true price along with actions aimed at limiting the risk with sensible credit and investments in other assets, is one of the major tasks of banks and other financial institutions. Many risk factors can adversely affect Kaupthing Bank. It is the policy of the Board of Directors that the various risks that Kaupthing Bank faces in its business are to be constantly monitored and managed. For these purposes the Bank operates a centralised risk management division. In addition, Kaupthing Bank’s internal auditor oversees the operations in order to ensure that its rules are implemented in accordance with resolutions made by the Board of Directors.

The Board of Directors determine Kaupthing Bank’s goals in terms of risk by issuing a risk policy. The risk policy both defines acceptable levels of risk for day-to-day operations, as well as the willingness of Kaupthing Bank to incur risk weighed against the expected rewards. The risk policy is detailed in the Internal Control and Procedural Handbook.

It is incumbent upon the Risk Management division to enforce the risk policy and report risk to the management and Board. Risk management for the Bank is centralised and located at the parent company. Some types of risk in subsidiaries are managed directly from central Risk Management. In other cases risk in subsidiaries is handled locally but reported to and managed on a higher level by central Risk Management.

The process for risk management and risk control a) Products containing credit risk

The Bank’s primary exposure to credit risk arises through its loans and advances. The amount of credit exposure in this regard is represented by the carrying amounts of the assets on the Balance Sheet. The Bank is exposed to credit risk on various other financial assets, including derivative instruments used for hedging and debt investments, the current credit exposure in respect of these instruments is equal to the carrying amount of these assets in the Balance Sheet. In addition, the Bank is exposed to off Balance Sheet credit risk through commitments to extend credit and guarantees issued.

I 1 4 0 I I NOTES I

Loan portfolio: The main assets of Kaupthing Bank are its loans, to maintain and further improve the quality of the loan portfolio it is imperative to scrutinise all applications and weed out potential problem loans as early as possible, as well as constantly monitor the current loan portfolio. However, it is not the policy of the Bank to solely issue credit of very low risk but it is important that the price of issued credit reflects both risk and costs incurred. This means that a detailed assessment of individual customers, their financial position and the collateral is a prerequisite for granted credits.

Derivatives trading: Derivative financial instruments used by the Bank include swaps, futures, forwards, options and other similar types of contracts whose value changes in response to changes in interest rates, foreign exchange rates, security prices, commodity prices or price indices. Limits on the net open derivative positions on these types of contracts are strictly controlled by the Bank. These limits are generally client specific and may refer specifically to different categories of contracts. Generally, collateral is required to cover potential losses on a contract. Acceptable collateral for margin accounts is in the front of very liquid assets, e.g. cash or traded stocks. In case the net negative position of the contract falls below a certain level a call for added collateral is made. If extra collateral is not supplied the contract is closed.

Commitments and guarantees: The Bank often commits itself to and ensures that funds are available to customers as required. The most common commitments to extend credit are in the form of limits on check accounts, credit cards and credit lines. Potential loss on these accounts is equal to the amount of the limits although they may only be partly used at any one time. In practise, the potential loss is less severe since many of these commitments can be recalled immediately by the Bank in case the clients do not meet credit standards.

Guarantees carry the credit risk to the full amount similar as loans, since they represent irrevocable assurances that the Bank will make payments in the event that a customer cannot meet its obligations to third parties. b) Master netting agreements

Frequently, exposure to credit losses is reduced by entering into master netting agreements with clients that counterparties have significant and/or diverse credit related business with the Bank. Master netting agreements do not generally result in an offset of Balance Sheet assets and liabilities, as transactions are usually settled on a gross basis. However, the credit risk associated with favourable contracts is reduced by these types of agreements since in the case of default all amounts of the counterparty are terminated and settled on a net basis. c) Credit risk strategy

In recent years, the Bank emphased on maintaining a healthy loan portfolio and improving the quality of loans. An example of this is the Bank’s entry into the Icelandic mortgage market, which began in the latter half of 2004. A large number of customers have opted for refinancing of their consumer loans, which generally bear higher risk, with high quality mortgage loans. Mortgage loans now constitute more than half of the retail portfolio in Iceland. However, it is not the Bank’s aim to grant solely credits of very low risk but it is important that the price of the credit, i.e. the margin, offered to substantial clients reflects the risks taken. Credit analysis is therefore a prerequisite for any positive credit decision and the pricing must take into account the risks and the required return on capital. d) Credit process and authority

The Bank’s Credit Committee is at the pinnacle of the credit process and has overruling authority in matters related to credit, the only exception in addition to exposures exceeding 10% of the Bank’s capital need the approval of the Board Credit Committee. Moreover, the Group Credit Committee covers all large credit tenders, limits the lending authority of personnel, and restricts exposures to different types of entities.

I 1 4 1 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

In order to make use of the local expertise a large part of the credit and collateral risk is maintained on a local level in the Bank’s subsidiaries. The same or similar credit rules apply in every subsidiary but, in addition, further requirements stipulated by local regulations may apply. To maintain a group-wide overview, the CEO or his deputy is a member of all local board level credit committees. e) Credit risk monitoring

Credit risk is monitored within Risk Management. The Research and Development division within Risk Management is responsible for developing and maintaining credit monitoring and reporting systems and maintaining overview of the work done in this regard at the subsidiaries. The unit also performs numerical analysis of the loan portfolio on a group level, e.g. estimates expected loss, concentrations within the loan portfolio and maps defaults in a systematic way. These findings are reported to management where possible risk concentrations toward counterparties, sectors, countries etc. are highlighted.

Furthermore, to respond to specific signs of increased credit risk two divisions that concentrate on different aspects of the credit portfolio are within Risk Management. Credit Control focuses on distressed clients and in co-operation with the relevant profit center tries to minimise or prevent loss on behalf of the Bank by special monitoring of clients with deteriorating credit worthiness. It also oversees specific provisions and write-offs. Credit Risk Analysis monitors the integrity of the credit process, i.e. in regard to data collection, limit compliance, application preparation, documentation and collateral registration and valuation. Local Risk Management units perform these tasks in subsidiaries and monitor credit risk within subsidiaries and report to the Bank’s Risk Management.

Loan provisioning An allowance for credit losses is established if there is objective evidence that the Bank will be unable to collect all amounts due on a claim, i.e. a loan, commitment, guarantee etc., according to the original contractual terms or the equivalent value. An allowance for credit losses is reported as a reduction of the carrying value of a claim on the Balance Sheet, whereas for an off-Balance Sheet item such as a commitment a provision for credit loss is reported in Other liabilities. Additions to the allowances and provisions for credit losses are made through impairment on loans. Allowances and provisions for credit losses are evaluated at a counterparty-specific level and collectively based on the following principles: a) Counterparty-specific

A claim is considered impaired when there is an object evidence that it is probable that the Bank will not be able to collect all amounts due according to the original contractual terms or the equivalent value. Individual credit exposures are evaluated based upon the borrower’s character, overall financial condition, resources and payment record; the prospects for support from any financially responsible guarantors; and, where applicable, the realisable value of any collateral.

The estimated recoverable amount is the present value, using the loan’s original effective interest rate, of expected future cash flows, which may result from restructuring or liquidation. Impairment is measured and allowances for credit losses are established for the difference between the carrying amount and the estimated recoverable amount.

Upon impairment, the accrual of interest income based on the original terms of the claim is discontinued, but the increase of the present value of impaired claims due to the passage of time is reported as interest income.

All impaired claims are reviewed and analysed at least every three months. Any subsequent changes to the amounts and timing of the expected future cash flows compared to the prior estimates will result in a change in the allowances for credit losses and be charged or credited through impairment on loans.

I 1 4 2 I I NOTES I

An allowance for impairment is reversed only when the credit quality has improved such that there is reasonable assurance of timely collection of principal and interest in accordance with the original contractual terms of the claim agreement.

A write-off is made when all or part of a claim is deemed uncollectible or forgiven. Write-offs are charged against previously established allowances for credit losses or directly to credit loss expense and reduce the principal amount of a claim. Recoveries in part or in full of amounts previously written off are credited to credit loss expense. b) Collectively

All loans for which no impairment is identified on a counterparty-specific level are grouped into economically homogeneous portfolios to collectively assess whether impairment exists within a portfolio. Allowances from collective assessment of impairment are recognised as credit loss expense and result in an offset to the loan position. As the allowance cannot be allocated to individual loans, interest is accrued on all loans according to contractual terms. c) Credit risk models

Emphasis has been placed within the Kaupthing Bank Group on improving credit risk modelling on a group wide scale. Most of this work has been done within the Basel II framework, i.e. emphasis has been placed on models that estimate the probability of default of clients and loss parameters in case of default. Where applicable, and together with the internal credit rating, the Bank uses the services of external credit rating agencies and collection services to strengthen the credit process even further. The credit evaluation process is not only dependant upon quantitative numbers but on an array of qualitative factors as well. The general rule is that the larger the exposure the more detailed analysis is performed. For smaller exposures the due process is, however, fundamentally the same but requires less scrutiny and data. Guarantors are analyzed in the same manner.

Risk management disclosure

Monitoring and controlling liquidity risk

112. Liquidity risk is the risk of loss arising from the Bank’s inability to meet its liabilities as they become due.

The Bank’s liquidity policy is threefold. The first requirement is to have enough secured liquidity to be able to serve and repay all maturing debts for at least for 180 days without any access to capital markets (secured assets are: deposits, repo-able bonds and unused revolvers). The second key liquidity requirement stipulates that a minimum of 360 days of sufficient unsecured liquidity is needed to cover liabilities within that timeframe (unsecured liquidity is defined as secured liquidity in addition to unused Euro Commercial Paper room and unused Money Market lines). The third requirement is to cover short term liabilities for 390 days with unsecured liquidity when including listed and liquid securities. The Bank liquidity risk is monitored centrally with the exception of FIH which monitors its liquidity risk independently but coordinated with the group. Short term liquidity is shown in the figures below.

Liquidity of Kaupthing Bank: Up to 1-3 3-6 6-12 1-2 1 month months months months years

Secured liquidity 247,000 18,000 ( 82,000 ) ( 241,000 ) ( 548,000 ) Unsecured and liquid assets 574,000 345,000 246,000 86,000 ( 220,000 )

I 1 4 3 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

113 The breakdown by contractual maturity of financial assets and liabilities, at 31 December 2005.

Maturity analysis of financial On Up to 3 3-12 1-5 Over 5 assets and liabilities demand months months years years

Cash and central banks balances 34,877 0 0 0 0 Loans and advances 111,572 403,904 172,269 537,175 514,374 Financial assets measured at fair value 338,140 171,957 2,958 61,438 37,873 Financial assets available-for-sale 167 0 0 0 0

Total assets 484,756 575,861 175,227 598,613 552,247

Deposits from credit institutions and central banks 11,176 52,826 0 3,890 1,751 Other deposits 163,426 253,963 18,156 39,834 10,796 Borrowings 10,684 300,885 214,935 862,240 167,823 Financial liabilities measured at fair value 4,679 8,862 5,746 18,965 22,021 Total liabilities 189,965 616,536 238,837 924,929 202,391

Assets - liabilities 294,791 ( 40,675 ) ( 63,610 ) ( 326,316 ) 349,856

114. The Bank’s policy is to monitor its Group level market risk closely and to make sure that limits set by the Board of Directors are not exceeded. Market risk is managed by exposure limits and with limits on risk measures, both monitored on a daily basis. Risk weighted assets associated with market risk should not exceed 25% of total risk weighted assets.

Derivatives

115. The Bank’s use of derivatives is mainly through derivative sales, but derivatives are also in trading portfolios. The types of derivatives used by the Bank include swaps, futures, forwards, options and other similar types of contracts.

Derivative sales offer companies and institutional investors foreign exchange and a range of interest rate and currency derivatives for position taking and risk management. The market risk associated with derivatives sales is hedged on a portfolio basis and on a back-to-back basis.

The Bank’s trading portfolios take positions in traded and over-the-counter instruments, including derivatives, to take advantage of short-term market movements in equities and bonds and in currency prices and interest rates, and they also use derivatives to hedge certain market exposures. The level of exposure is controlled using individual trading limits as with other market risk.

Interest rate risk

116. The Bank’s operations are subject to the risk of interest rate fluctuations to the extent that interest-earning assets (including investments) and interest-bearing liabilities mature or reprice at different times or in differing amounts. In the case of floating rate assets and liabilities the Bank is also exposed to basis risk, which is the difference in repricing characteristics of the various floating rate indices, such as the savings rate and six months LIBOR and different types of interest. Risk management activities are aimed at optimising net interest income, given market interest rate levels consistent with the Bank’s business strategies. Interest rate risk is monitored centrally with duration reports and yield curve stress testing for each currency.

I 1 4 4 I I NOTES I

Interest-rate risk increased quite significantly at year-end 2004 following the introduction of fixed-interest mortgage products, but it remains closely monitored. The table below shows the interest rate risk by currency and maturity. Trading interest rate risk refers to exposures in trading book where positions are market-to- market and profit or loss is recognised immediately but banking interest rate risk refers to exposure in banking book where profit or loss is realised over the lifetime of the exposure.

The total amount of indexed assets of the Bank amounted to ISK 237,218 million, and the total amount of indexed liabilities amounted to ISK 129,917 million, respectively, at year-end.

Interest rate risk

117. Interest rate risk by currency and maturity

Within 1 1-3 3-12 1-5 Over 5 Currency: month months months years years Total

ISK Trading ( 0 ) ( 1 ) ( 1 ) ( 94 ) ( 578 ) ( 674 ) Banking 10 19 2 22 ( 13,447 ) ( 13,394 ) DKK Trading 162 43 ( 106 ) ( 865 ) ( 769 ) ( 1,533 ) Banking ( 28 ) ( 171 ) ( 367 ) ( 418 ) ( 455 ) ( 1,439 ) EUR Trading ( 175 ) ( 156 ) ( 23 ) ( 59 ) 20 ( 393 ) Banking 233 358 ( 25 ) 261 398 1,225 GBP Trading ( 29 ) ( 33 ) ( 1 ) ( 6 ) 12 ( 57 ) Banking 41 251 ( 146 ) ( 25 ) ( 139 ) ( 18 ) USD Trading ( 1 ) ( 33 ) ( 16 ) ( 1 ) ( 1 ) ( 52 ) Banking 39 55 ( 35 ) ( 123 ) ( 866 ) ( 930 ) CHF Trading 7 2 ( 2 ) ( 0 ) 0 7 Banking 4 35 ( 87 ) ( 6 ) 17 ( 36 ) Other Trading 0 ( 13 ) ( 10 ) ( 57 ) 28 ( 52 ) Banking 25 26 ( 27 ) 5 40 69

Table showing interest rate risk by currency and maturity in millions of ISK. Risk is measured by assuming a 1% simultaneous upward shift in all yields curves in the relevant maturity band.

Market price risk

118. Market price risk is the risk of loss due to changes in market prices. The Bank’s main exposures are through equities and bonds, but the management of currency risk is handled separately. Market price risk is measured with Value-at-Risk, and the total Bank Value at Risk (99%, 10 days) was ISK 3.4 billion at 31 December 2005.

Currency risk

119. Currency risk is the risk of loss due to adverse movements in foreign exchange rates. Kaupthing Bank is obliged by law to manage their currency exposure within strict limits. The Bank is allowed to have open currency exposure corresponding to a total of 30 per cent of risk capital and a maximum exposure of 15 per cent of risk capital in any one currency. The Bank is exposed to some FX risk, in particular regarding the repatriation of non-ISK results and depreciation of its ISK denominated risk capital relative to its foreign currency denominated assets. The Bank hedges this risk of depreciation by having foreign currency denominated assets in excess of the liabilities. If the ISK exchange rate index depreciated by 30% from its year end 2005 level then it would affect the CAD-ratio of the Bank by - 0.7%. Net exposures per currency are monitored centrally in the Bank.

120. Breakdown of assets and liabilities by currency: The total amount of assets in foreign currencies in the Banks Financial Statement is ISK 2,242 billion, and the total amount of liabilities amounted to ISK 2,198 billion, respectively, at year-end. Included in these assets and liabilities are forward contracts and interest rate swaps, see note 102.

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Fair value of financial instruments

121. The following table presents the fair value of financial instruments, including those not reflected in the Financial Statements at fair value. It is accompanied by a discussion of the methods used to determine fair value for financial instruments.

Unrealised Carrying value Fair value gain (loss) Assets: 31.12.2005 31.12.2005 31.12.2005

Cash and cash balances with central banks 34,877 34,877 0 Loans and advances 1,739,294 1,754,596 15,302 Financial assets measured at fair value 612,366 612,366 0 Financial assets available-for-sale 167 167 0

Liabilities:

Deposits from credit institutions and central banks 69,643 69,643 0 Other deposits 486,176 486,968 ( 792 ) Borrowings 1,556,567 1,555,487 1,080 Subordinated loans 102,688 102,627 61 Financial liabilities measured at fair value 60,273 60,273 0

Net unrealised gains not recognised in the Income Statement 15,651

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, i.e. not during a forced sale or liquidation. The existence of published price quotations in an active market is the best evidence of fair value and when they exist they are used by the Bank to measure financial assets and financial liabilities. If quoted prices for a financial instrument fail to represent actual and regularly occurring transactions in an active market transactions or if quoted prices are not available at all, fair value is established by using an appropriate valuation technique.

The best evidence of the fair value of a financial instrument at initial recognition is the transaction price, unless the fair value can be evidenced by comparison with other observable current market transactions, or is based on a valuation technique whose variables include only data from observable markets.

In some cases, the carrying value, of the financial instrument is as in note 64 used as an approximation for the fair value of the instrument. This is straight-forward for cash and cash equivalents but is also used for short- term investments and borrowings to highly rated counterparties, such as credit institutions, on contracts that carry interests close to or equal to market rates and expose the Bank to little or no credit risk.

Fair value established from quoted market prices For listed and liquid stocks and bonds, certain financial derivatives and other market traded securities, such as commodities, the fair value is derived directly from the market prices. These instruments are disclosed in following Balance Sheet items; Trading assets and Trading liabilities.

For financial instruments, for which the market is not active, the Bank applies specific working procedures and valuation techniques to attain a fair value using as much market information as available. Valuation techniques include using recent arm’s length market transactions between knowledgeable, willing parties, if available, reference to the current fair value of another instrument that is substantially the same, discounted cash flow analysis, option pricing models or other commonly accepted valuations techniques used by market participants to price the instrument.

I 1 4 6 I I NOTES I

Fair value established using valuation techniques For financial instruments for which quoted prices on active markets are not available, the fair values are derived using various valuation techniques. This applies in particular to OTC-derivatives such as options, swaps, futures and unlisted equities but also some other assets and liabilities.

In most cases the valuation are based on theoretical financial models, such as the Black-Scholes models or variations thereof. These techniques also include forward pricing and swap models using present value calculations.

Furthermore, in many cases there is little or no market data to rely on for fair value calculations. The most common valuation technique is present value calculations. Such calculations involve the estimation of future cash flow and the assessment of appropriate discount rate. The discount rate should both reflect current market rates and the uncertainty in the future cash flow. In such cases internal models and methods are used to calculate the fair value. The models may be statistical in nature, based on internal or external history of financial instruments with similar characteristics and/or based on internal knowledge and experience. For example, the credit margin on most loans to customers - which is added to the current and suitable interest rate to arrive at an appropriate discount rate - is estimated using credit rating and loss parameters in case of default that have been derived from internal models.

Equity instruments that do not have a quoted market price are evaluated using methods and guidelines from pertinent international organisations. In most cases intrinsic value is the basis for the assessment but other factors, such as cash flow analysis, can also modify the result.

The fair value for deposits with stated maturities was calculated by discounting estimated cash flows using current market rates for similar maturities. For deposits that can be withdrawn immediately, the fair value is the amount payable on demand, which is equal to the carrying amount in the Balance Sheet.

Although the Bank follows market standards and relies on well accepted methods there is still wide room for choice, both in the models themselves and the assumptions that must be supplied and cannot be derived from market data. Consequently, different assumptions and choices could lead to different estimates.

Subsidiaries

122. Shares in main subsidiaries are specified as follows: Share Equity Business Capital interest Company: Country Currency Group1 in millions accum. % Arion Custody Service hf. Iceland ISK OD 115 100.0 Eik fasteignafelag hf Iceland ISK OD 707 100.0 FI-Holding A/S Denmark DKK IB, Tr, Ba 842 100.0 Kaupthing Bank Luxembourg S.A. Luxembourg EUR CM, Tr, Ba, AM & PB 7,936 100.0 Kaupthing Bank Oyj Finland EUR IB, CM, Tr, Ba, AM & PB 1,670 100.0 Kaupthing Føroyar Virdisbrævameklarafel. P/F Faroe Islands DKK IB, CM, AM & PB 112 100.0 Kaupthing Holding UK Ltd. (S&F) UK GBP IB, CM, Tr, Ba, AM & PB 28,847 100.0 Kaupthing New York Inc. USA USD CM 260 100.0 Kaupthing Norge AS Norway NOK IB, CM, AM & PB 1,433 100.0 Kaupthing Sverige AB Sweden SEK IB, CM, Tr, Ba, AM & PB 2,807 93.5 Kaupthing UK Ltd. UK GBP IB, CM, Tr, Ba, AM & PB 364 100.0 KB Lif hf. Iceland ISK Ba 17 100.0 Kirna ehf Iceland ISK IB, Tr 31,770 100.0 Norvestia Oyj Finland EUR CM 4,455 30.6 Rekstrarfelag Kaupthings banka hf Iceland ISK AM & PB 44 100.0 Vidjar ehf. Iceland ISK Ba 1 100.0 Sparisjodur Kaupthings hf. Iceland ISK Ba 100 100.0

1. IB: Investment Banking, CM: Capital Markets, Tr: Treasury, Ba: Banking, AM & PB: I 1 4 7 I Asset Management and Private Banking, OD: Other Divisions

I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

Changes to accounting policies in accordance with International Financial Reporting Standards (IFRS)

123. As discussed in the note 1 on accounting policies, this is the first time the Bank has prepared its annual accounts in accordance with the International Financial Reporting Standards (IFRS).

The accounts for the operating year 2005 are prepared in accordance with the accounting policies discussed in the notes on accounting policies. This also applies to comparative figures for 2004 and the opening balance sheet of 1 January 2004, as changes become effective as of that date, which is referred to as the transition date.

Amounts in the opening Balance Sheet of 1 January 2004 have been changed in accordance with IFRS, but were previously presented in accordance with legislation on annual accounts and Icelandic GAAP (Generally Accepted Accounting Principles). The following tables and notes show the effects the change from Icelandic GAAP to IFRS has had on the financial position of the Bank, its financial results and cash flows. There are no significant changes to the cash flows summary according to IFRS compared with how it was previously under GAAP.

Changes in equity from previous GAAP to IFRS: Shareholders’ equity

Equity according to previous GAAP at 31 December 2004 149,443 Equity according to IFRS at 1 January 2005 149,370 Change in equity from previous GAAP to IFRS ( 73 )

Adjustments at the beginning of the year 2004: Impairment of goodwill IFRS 3 ( 311 ) Investment property IAS 40 ( 20 ) Recalculation of tax liabilities IAS 12 60 Total transition to IFRS 1 January 2004 ( 271 )

Adjustments in 2004: Net earnings according to previous GAAP 2004 ( 15,760 ) Net earnings according to IFRS 2004 17,707 Translation difference in equity IAS 21 ( 670 ) Total adjustments in 2004 1,277

Adjustments at the beginning of the year 2005: Value changes because of hedge accounting IAS 39 ( 1,353 ) Changes in impairment of loans IAS 39 4,538 Value changes in loans because of embedded derivatives, upfront fee etc. IAS 39 ( 1,622 ) Trading liabilities measured at fair value IAS 39 ( 1,654 ) Value changes in financial assets designated at fair value through profit and loss IAS 39 1,446 Value changes in borrowings because of embedded derivatives IAS 39 ( 600 ) Investment in associates IAS 28 ( 461 ) Adjustment of goodwill and reversal of amortisation IFRS 3 ( 941 ) Other adjustments 8 Recalculation of tax liabilities IAS 12 ( 440 ) Total transition to IFRS 1 January 2005 ( 1,079 )

Changes from previous GAAP to IFRS ( 73 )

I 1 4 8 I I NOTES I

The total effect on shareholders’ equity of the transition to IFRS is a decrease of ISK 73 million, i.e. a minor reduction from the previous GAAP. The following describes the effects of these new accounting policies on the Bank’s Balance Sheet and Income Statement. Shareholders’ equity is thereafter calculated at ISK 149.4 billion on 1 January 2005.

Origination fees The main changes resulting from the introduction of the IFRS are as follows: origination fees will be accrued over the term of the loan instead of being recognised as income at the time of disbursement. As a result the Bank’s interest income will decrease in the short term but the long term effects will be insignificant.

In the opening Balance Sheet the effective rate of interest on loans has been recalculated in accordance with IAS 39. As a result shareholders´ equity on 1 January 2005 decreased by ISK 1,622 million.

Impairment of loans and advances In accordance with IAS 39 the Bank has performed the impairment of loans. As a result the Bank’s shareholders’ equity increased by ISK 4,538 million.

According to IAS 39 the Bank is obligated to review all loans to ascertain whether there is objective evidence of impairment that affects the size of expected cash flows from the loan. The loan will then be written down to the present value of expected future cash flows.

Goodwill Goodwill will no longer be amortised. Instead, the value of goodwill will be tested annually for impairment. Shareholders’ equity on 1 January 2004 decreased by ISK 311 million because goodwill was impaired. The amortisation of goodwill in 2004 was reversed and as a result Net earnings in year 2004 increased by ISK 1,289 million. In addition the goodwill from the acquisition of FI-Holding in July 2004 was recalculated in accordance with IFRS 3, Business Combinations, and as a result decreased by ISK 941 million. Total effect on shareholders’ equity on 1 January 2005 was ISK 941 million.

Foreign currency translation According to previous GAAP, income and expenses in foreign currency were translated into Icelandic krona using the exchange rates current at the time of recognition.

The income and expenses of the Bank’s non-Icelandic branches and subsidiaries were translated at average exchange rates, while Balance Sheet items were translated at the rates current at the end of the year. All exchange rate differences were included in the Income Statement under trading income.

Under IAS 21, the Effects of Changes in Foreign Exchanges Rates, translation differences from functional to presentation currency must be recognised directly in shareholders’ equity as a separate reserve. Exchanges rate adjustment of liabilities and derivatives used to hedge net investments are also recognised directly against shareholders' equity. As a result Net earnings in year 2004 increased by ISK 670 million and the translation reserve in shareholders’ equity decreased by the same amount.

Minority interest Under the 2004 accounting policies, minority interest was presented as a separate item outside shareholders’ equity. According to IAS 27, Consolidated and Separate Financial Statements, minority interest shall be presented within equity, separately from the parent shareholders’ equity.

Unlisted assets entered at fair value The Bank will now enter all its shares in unlisted companies at estimated fair value instead of purchase price or mark-to-market, if this was estimated to be lower than purchase price. These changes result in trading gains

I 1 4 9 I I ANNUAL ACCOUNTS OF KAUPTHING BANK 2005 I

which are entered in the Income Statement. Upon the implementation of IFRS, shareholders’ equity on 1 January 2005 increased by ISK 1,446 million due to increase in unlisted assets to fair value. When calculating the fair value of Exista ehf., the company’s share in Kaupthing Bank are valued at cost.

Hedge accounting The implementation of IAS 39 on hedge accounting affected the opening balance as of 1 January 2005. The Bank will use hedge accounting for financial assets and liabilities where relevant. All derivatives will be measured at fair value. The net effect of the conversion to hedge accounting applied under IFRS on the equity in the opening balance sheet of 1 January 2005 decreases equity amounting to ISK 1,353 million. The effect is a result of applying fair value to certain assets and related derivatives, as opposed to previously applying deferral hedge accounting (amortised cost principle).

In addition, initial recognition of income related to derivatives is reflected by a decrease in equity in opening balance amounting to ISK 600 million.

From previos GAAP

The following tables provide an overview of the effect of the transition to IFRS broken down by valuation and presentation.

Change Change in According to previous GAAP in valuation presentation According to IFRS

Net interest income 18,900 0 ( 641 ) 18,259 Net interest income Fees, commissions and other service charges 15,645 0 ( 2,337 ) 13,308 Net fee and commission income Fees, commissions and other service charges ( 2,348 ) 0 2,348 0 Dividends from shares and other holdings 4,216 0 ( 244 ) 3,972 Dividend income Trading gains 11,290 0 ( 10,798 ) 492 Net gain on financial assets / liabilities not at fair value 0 12,755 12,755 Net gain on financial assets / liabilities at fair value 670 ( 1,562 ) ( 892 ) Foreign exchange difference 0 240 240 Share of profit of associates Other operating income 866 0 968 1,834 Other operating income Salaries and salary related expenses ( 12,652 ) 0 ( 199 ) ( 12,851 ) Salaries and related expenses Other administrative expenses ( 9,108 ) 0 ( 320 ) ( 9,428 ) Administration expenses Depreciation and amortisation ( 2,642 ) 1,289 6 ( 1,347 ) Depreciation and amortisation Provision for losses ( 3,819 ) 0 ( 6 ) ( 3,825 ) Impairment on loans and advances 0 ( 22 ) ( 22 ) Loss from non-current assets held for sale Income tax ( 4,040 ) ( 12 ) ( 184 ) ( 4,236 ) Income tax 16,308 1,947 4 18,259 Net earnings Minority interest ( 548 ) 0 ( 4 ) ( 552 ) Minority interest Net earnings attributable to shareholders of Net earnings according to previous GAAP 15,760 1,947 0 17,707 Kaupthing Bank

I 1 5 0 I I NOTES I

Balance Sheet, change from previous GAAP to IFRS

Previous GAAP 31 December 2004 Change in Change in valuation presentation IFRS 1 January 2005 Cash and amounts due from credit Cash and cash balances institutions 113,543 0 ( 107,253) 6,290 with central bank Loans, lease contracts 1,088,346 11,704 54,366 1,154,416 Loans and advanced Financial assets measured Bonds, shares and other securities 248,352 5,352 50,750 304,454 at fair value Financial assets available- - ( 28 ) 1,535 1,507 for-sale Shares in associated companies 8,266 ( 46 1 ) ( 4,156 ) 3,649 Investment in associates Goodwill 34,208 ( 11 ) 901 35,098 Intangible assets - 377 18,778 19,155 Investment property Fixed assets 6,467 12 ( 387 ) 6,092 Property and equipment Deferred tax assets 1,039 0 53 1,092 Tax assets Non-current assets and disposal groups classified - ( 61 ) 3,692 3,631 as held for sale Other assets 33,799 109 ( 14,839 ) 19,069 Other assets

Total Assets 1,534,020 16,993 3,440 1,554,453 Total Assets

Deposits from credit institutions and Central Amounts owed to credit institutions 147,455 0 ( 114,967 ) 32,488 bank Savings deposits 202,038 0 155 202,193 Other deposits Borrowings 884,219 2,862 81,431 968,512 Borrowings Subordinated loans 57,627 0 ( 4 ) 57,623 Subordinated loans Financial liabilities - 13,475 54,536 68,011 measured at fair value - 0 Insurance liabilities - 0 0 Trading liabilities - 0 0 Derivatives used for hedging Provision for deferred income-tax liability 9,165 392 ( 5,149 ) 4,408 Tax liabilities Liabilities included in disposal groups classified - 0 1,402 1,402 as held for sale Other liabilities 74,767 337 ( 14,197 ) 60,907 Other liabilities Equity 149,443 ( 73 ) 0 149,370 Shareholders’ equity Minority interest in subsidiaries’ equity 9,306 0 233 9,539 Minority interest

Total Liabilities and Equity 1,534,020 16,993 3,440 1,554,453 Total Liabilities and Equity

I 1 5 1 I

I Kaupthing bank I annual report 2005 I

BOARD OF DIRECTORS

Sigurdur Einarsson, Executive Chairman Sigurdur was born in 1960. He graduated with a degree in economics from the University of Copenhagen in 1987. Between 1982 and 1988 he worked in the International Department and the Financial Department of Den Danske Bank. He also acted as Deputy Director of the International Division at Íslandsbanki and later Deputy Director of Treasury, until he became Executive Director of Capital Markets at Íslandsbanki in 1994. He joined Kaupthing in 1994 and became CEO in 1997. Sigurdur was appointed Executive Chairman of Kaupthing Bank in May 2003. He has the following holdings in Kaupthing Bank: 3,744,423 shares, 3,248,000 call options, 0 put options. Holdings of financially Sigurdur Einarsson related parties: 14,111 shares.

Hjörleifur Thór Jakobsson, Deputy Chairman Hjörleifur was born in 1957. He graduated with a degree in mechanical and industrial engineering from the University of Iceland in 1981 and later received his MSc in engineering from Oklahoma State University in 1982. He worked for 15 years at Eimskip. Between 1999 and 2002 he acted as CEO of Hampidjan and currently serves as the CEO of Olíufélagid hf. Hjörleifur is chairman of the board of Iceland Seafood International ehf. and Hafrahlid hf. and board member of Egla hf. He was elected to the Board of Kaupthing Bank in 2003. He has the following holdings in Kaupthing Bank: 12,788 shares, 0 call options, Hjörleifur Thór Jakobsson 0 put options. Holdings of financially related parties: 8,827 shares.

Ásgeir Thoroddsen Ásgeir was born in 1942. He graduated with a law degree from the University of Iceland in 1967 and a degree in public administration from New York University. He now acts as an attorney to the Supreme Court of Iceland. Ásgeir is the chairman of the board of Frjálsi lífeyrissjódurinn and Plastprent hf. and board member of Bakkavör Group hf. He was elected to the Board of Kaupthing Bank in 2003. He has the following holdings in Kaupthing Bank: 718 shares, 0 call options, 0 put options. Holdings of financially related parties: 316 shares. Ásgeir Thoroddsen

Bjarnfredur H. Ólafsson Bjarnfredur was born in 1967. He graduated with a law degree from the University of Iceland in 1993, a master’s of law in comparative law from the University of Miami, School of Law in 1997 and a degree in international business administration from Nova Southeastern University, School of Business & Entrepreneurship in 1998. From 1993 to 1996 he acted as a senior attorney for the Icelandic Internal Revenue Directorate. In 1999 he co-founded and began work as a managing partner for Taxis Attorneys, which specializes in tax and corporate legislation as well as commercial agreements. He recently joined Logos legal services as partner and head of tax division and currently serves as an attorney to the District Court of Iceland. Bjarnfredur is a board member of Bakkabraedur Holding BV and Fram Foods hf. He was Bjarnfredur H. Ólafsson elected to the Board of Kaupthing Bank in 2003. He has the following holdings in Kaupthing Bank: 176 shares, 0 call options, 0 put options. Holdings of financially related parties: 352 shares.

Brynja Halldórsdóttir Brynja was born in 1957. She graduated with a degree in business administration, concentrating in macroeconomics, in 1981 followed by degree in computer science in 1985, both from the University of Iceland. She played an important role in the merger of four large Icelandic banks in 1989. In the early 90s she became CEO of Norvik, one of Iceland’s premier international holding companies. In addition to CEO she serves as the CFO of all of Norvik’s subsidiaries. Brynja was elected to the Board of Kaupthing Brynja Halldórsdóttir Bank in 2004. She has the following holdings in Kaupthing Bank: 9,206 shares, 0 call options, 0 put options. Holdings of financially related parties: 18,761,637 shares.

I 154 I I Kaupthing bank I annual report 2005 I

Finnur Ingólfsson Finnur was born in 1954. He graduated with a degree in economics from the University of Iceland in 1984. He worked as an assistant to the Minister of Fisheries in 1983 and later as an assistant to the Minister of Health and Social Security. Between 1991 and 2000 he served as an elected member of the Reykjavík City Council and from 1995 to 2000 he served as the Minister of Industry and Commerce. From 2000 to 2003 he acted as a governor for the Central Bank of Iceland. He is currently the CEO of the VÍS eignarhaldsfelag. Finnur was elected to the board of Kaupthing Bank in 2003. He has the following holdings in Kaupthing Bank: 0 shares, 0 call options, 0 put options. Holdings of financially related Finnur Ingólfsson parties: 28,372,920 shares.

Gunnar Páll Pálsson Gunnar was born in 1961. He graduated with a degree in business administration from the University of Iceland in 1987. He has worked for the Commercial Workers’ Union (Verzlunarmannafélag Reykjavíkur) for twelve years as an economist and CFO and is now its CEO. Gunnar is a board member of lífeyris sjódur verslunarmanna. He was elected to the Board of Kaupthing Bank in 2001. He has the following holdings in Kaupthing Bank: 1,710 shares, 0 call options, 0 put options. Holdings of financially related parties: 5,922 shares. Gunnar Páll Pálsson

Niels de Coninck-Smith Niels was born in 1957. He graduated with a MSc in systems in 1980 from the Copenhagen School of Business, followed by a MBA concentrating in finance from the Wharton School, University of Pennsylvania in 1982. From 1982 to 2002 he worked with McKinsey & Co. in a variety of capacities including consultant, engagement manager, principal and director. Since 2002 he has been the CEO of Ferrosan A/S. He also serves on the boards of the Copenhagen International School, FVS A/S and Contura A/S. He was elected to the Board of Kaupthing Bank in 2005. He has the following holdings in Kaupthing Bank: 0 shares, 0 call options, 0 put options. Holdings of financially related parties: Niels de Coninck-Smith 0 shares.

Tommy Persson Tommy was born in 1948. He serves as the CEO of the Swedish Insurance Federation (Länsförsäkringar AB) where he is also a member of the Board. In addition, he is chairman of the Swedish Insurance Federation, the Swedish Insurance Employers’ Association and EurAPCO AG. He also sits on the board of Eureko BV. He was elected to the Board of Kaupthing Bank in 2002. He has the following holdings in Kaupthing Bank: 0 shares, 0 call options, 0 put options. Holdings of financially related parties: 0 shares. Tommy Persson

All holdings in Kaupthing Bank are stated as they were at year end 2005.

I 155 I I Kaupthing bank I annual report 2005 I

SENIOR MANAGEMENT

Organizational chart

Hreidar Már Sigurdsson, Chief Executive Officer (CEO) Hreidar was born in 1970. He graduated in business administration from the University of Iceland in 1994 and joined the Asset Management division of Kaupthing later that year. He was appointed Deputy CEO of Kaupthing Bank in 1998 and served as Managing Director of Kaupthing New York since its foundation in March 2000 until late into 2001. At the beginning of 2003 he was appointed CEO of Kaupthing Bank. He has the following holdings in Kaupthing Bank: 2,799,239 shares, 3,248,000 call options, 0 put options. Holdings of financially related parties: 148,800 shares. Related parties’ rights according to a forward contract: 205,078 shares.

Gudny Arna Sveinsdóttir, Chief Financial Officer (CFO) Gudny Arna was born in 1966. She graduated with a degree in business administration from the University of Iceland and a master’s in finance and accounting from the University of Uppsala in 1996. From 1996 to 1997 she performed auditing work for several large international companies in Stockholm. Between 1997 and 2001 Gudny Arna worked as a Director of Accounting at Eimskip. In 2001 she became Director of Accounting at Kaupthing Bank and was appointed Director of Finance & Accounting in May 2003. In 2005 Gudny Arna assumed the position of Chief Financial Officer. She has the following holdings in Kaupthing Bank: 1,143,750 shares, 60,000 call options, 0 put options. Holdings of financially related parties: 0 shares.

I 156 I I Kaupthing bank I annual report 2005 I

Steingrímur Kárason, Chief Risk Officer (CRO) Steingrímur was born in 1968. He graduated with a degree in mechanical engineering from the University of Iceland in 1991, followed by a MSc in engineering from the Massachusetts Institute of Technology (MIT) in 1993, and then a PhD in 1997 from the same university. Steingrímur joined Kaupthing in 1997 and worked in the Derivatives and Currency department until assuming his present position as Chief Risk Officer. He has the following holdings in Kaupthing Bank: 2,362,133 shares, 60,000 call options, 0 put options. Holdings of financially related parties: 33,179 shares.

Ásgrímur Skarphédinsson, Chief Information Officer (CIO) Ásgrímur was born in 1958. He graduated with a BS in electrical engineering from Odense Teknikum in Denmark in 1982. After his work as the Head of the Systems Department for Skrifstofuvéla hf., he founded and ran Traffice Software. After the company was sold to the US in 1995, Ásgrímur started work with EJS to establish their Microsoft Consultancy Department. In 1997 he began his career with Kaupthing as Head of Information Technology and in 2004 was assigned to oversee a special project called Matrix aimed at integrating the computer systems for all of Kaupthing Bank’s subsidiaries. In 2005 Ásgrímur was appointed Chief Information Officer. He has the following holdings in Kaupthing Bank: 284,027 shares, 45,000 call options, 0 put options. Holdings of financially related parties: 270 shares.

Gudni Adalsteinsson, Group Treasurer Gudni was born in 1967. He graduated with a BS in economics from the University of Iceland in 1991, later receiving his MBA degree from the University of Cambridge in 1998. During his education he worked as an economist for the Federation of Icelandic Employers in Iceland from 1992 to 1997. From 1998 to 2004 he acted as Director of the Fixed Income division of Lehman Brothers in London and Frankfurt, and later as a Director in the Fixed Income division of Credit Suisse in Frankfurt from 2004 to 2005. Gudni was appointed Group Treasurer of Kaupthing Bank in October 2005. He has the following holdings in Kaupthing Bank: 0 shares, 60,000 call options, 0 put options. Holdings of financially related parties: 0 shares.

Jónas Sigurgeirsson, Chief Communications Officer (CCO) Jónas was born in 1968. He graduated with a BA in history from the University of Iceland in 1992, later pursuing MBA studies at the University of Tampa from 1999 to 2000. Between 1993 and 1999 he ran a private publishing company. He joined Kaupthing Bank in 2000 working in the Investment Banking Division. In 2003 Jónas became Head of Investor Relations, and finally in 2005 he was appointed Chief Communications Officer. He has the following holdings in Kaupthing Bank: 314,652 shares, 45,000 call options, 0 put options. Holdings of financially related parties: 352 shares.

All holdings in Kaupthing Bank are stated as they were at year end 2005.

I 157 I I Kaupthing bank I annual report 2005 I

Managing directors of main subsidiaries

Ingólfur Helgason, CEO of Kaupthing Bank in Iceland Ingólfur was born in 1967. He graduated with a degree in business administration from the University of Iceland in 1993, and in 1998 he became a licensed stockbroker. He joined Kaupthing in 1993, first as a private investor adviser and later in brokerage. Ingólfur was the Director of Capital Markets from 1997 to 2005, when he assumed the position of CEO of Kaupthing Bank in Iceland. He has the following holdings in Kaupthing Bank: 2,800,075 shares, 60,000 call options, 0 put options. Holdings of financially related parties: 0 shares.

Ármann Thorvaldsson, CEO of Singer & Friedlander (UK) Ármann was born in 1968. He graduated with a BA in history from the University of Iceland in 1992 and later received his MBA from Boston University in 1994. He joined Kaupthing in 1994 as Director of Planning and Budgeting, later becoming Director of Corporate Finance in 1997 (which later became Investment Banking). In 2005 he was appointed CEO of Singer & Friedlander. He has the following holdings in Kaupthing Bank: 2,860,250 shares, 60,000 call options, 0 put options. Holdings of financially related parties: 509 shares.

Heikki Niemelä, CEO of Kaupthing Bank Oyj (Finland) Heikki was born in 1976. He graduated with a BBA in international business from the Helsinki School of Economics and Business Administration in 1998, and a year later with a MBA in finance from the same school in conjunction with Indiana University. He joined Sofi Securities plc in Helsinki in 1999 as Director of Corporate Finance and Business Development. After obligatory military service and related assignments with the Defense Staff and Finland’s Ministry of Defense, Heikki returned to Kaupthing Sofi plc as Senior Vice President in 2002, just after Kaupthing’s acquisition of Sofi, and in 2003, he was appointed Managing Director of Kaupthing Sofi plc. In 2004 Heikki was nominated as a deputy Board member of Kaupthing Bank hf., and also became a board member of Kaupthing Sofi plc. Heikki has served as the CEO of Kaupthing Bank Oyj, since the beginning of 2005 when it was licensed as a commercial bank. He has the following holdings in Kaupthing Bank: 800,000 shares, 60,000 call options, 0 put options. Holdings of financially related parties: 0 shares.

Jan Petter Sissener, Managing Director of Kaupthing Norge (Norway) Jan Petter was born in 1955. He graduated with a degree in economics from the Institute of Business Administration in Oslo in 1980. He then worked in brokerage for Einar H. Vestnes until 1983, at which time he became a partner in Gunnar, Bohn & Co. In 1986 be began working for Carnegie in London and Norway, finally becoming partner in 1989. From 1994 to 2002 he served as the Norwegian Head of Equities for Orkla Finans, and from 2002 to 2003 as Norwegian Head of Equities for Alfred Berg ABN Amro Norway. He was then Nordic Head of Equities for the same company from 2003 to 2005. Finally, in 2005 Jan Petter was appointed Managing Director of Kaupthing Norway. He has the following holdings in Kaupthing Bank: 0 shares, 130,000 call options, 0 put options. Holdings of financially related parties: 0 shares.

Lars Johansen, Managing Director of FIH Erhvervsbank (Denmark) Lars was born in 1945. He graduated with a master’s degree in economics from the University of Copenhagen in 1970, followed by a PMD from Harvard Business School in 1984. From 1967 to 1993 Lars worked for Privatbanken and Unibank in Copenhagen, and from 1977 to 1985 he managed their capital markets and trading operations. From 1985 to 1993 he was a member of the Executive Board of Privatbanken and later Unibank A/S. From 1993 to 1996 Lars ran his own advisory company Johansen & Co. consulting on matters of corporate finance, and in 1996 he became CEO of the Copenhagen Stock Exchange. He has the following holdings in Kaupthing Bank: 0 shares, 4,000 call options, 0 put options. Holdings of financially related parties: 0 shares.

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Johnie W. Brøgger, Managing Director of Kaupthing Bank Luxembourg Johnie was born in 1958. He graduated in 1986 from the Copenhagen School of Economics and Business Administration with a master’s degree in accounting. From 1976 to 1986 he worked for Bikuben (today part of Danske Bank). From 1981 to 1985 he served in the bank’s head office in Copenhagen, working with corporate clients primarily in the Central Credit Department. In 1986 Johnie began his work as Regional Manager and later as General Manager for Union Bank of Norway in Luxembourg until 1994, which included overseeing relationships with financial institutions in Iceland, Denmark, Sweden, Finland and northern Germany. Before joining Kaupthing in December 1999 he acted as General Manager and Deputy to the Managing Director of Nordvestbank (today known as VestjyskBank) in Denmark. He has the following holdings in Kaupthing Bank: 1,523,877 shares, 60,000 call options, 0 put options. Holdings of financially related parties: 0 shares.

Magnús Gudmundsson, Managing Director of Kaupthing Bank Luxembourg Magnús was born in 1970. He graduated with a degree in business administration from the University of Iceland in 1994, specializing in accounting and auditing. After graduation he joined Kaupthing as an investment adviser for private individuals, later becoming the head of the department. In 1996 Magnús began managing Private Banking & Asset Management for Kaupthing Bank until 1998, when he took on the responsibility of establishing and managing Kaupthing Bank’s operations in Luxembourg. He has the following holdings in Kaupthing Bank: 2,859,870 shares, 60,000 call options, 0 put options. Holdings of financially related parties: 0 shares.

Magnus C. Lejdström, CEO of Kaupthing New York Magnus was born in 1969. He graduated from the University of Vermont, School of Business in 1991 with a BS in business administration, focusing on finance. After graduation Magnus joined Svenska Handelsbanken in New York where he became a member of the corporate banking team. In 1996 Magnus joined Skandinaviska Enskilda Banken as a Vice President and served as a Client Executive, Head of US Corporate Clients and as a senior member of SEB Management in New York until 2000. He then became a member of the management team and a partner with Nordic Partners Inc. Magnus joined Kaupthing Bank from Credit Agricole Cheuvreux in 2004, as Managing Director of Kaupthing Securities Inc, and in 2005 became President of Kaupthing Securities Inc. and CEO of Kaupthing New York. He has the following holdings in Kaupthing Bank: 200,000 shares, 60,000 call options, 0 put options. Holdings of financially related parties: 0 shares.

Peter Holm, Managing Director of Kaupthing Føroyar (Faroe Islands) Peter graduated with a BSc in computer science and economics from the Copenhagen Business School in 1992, later receiving his MSc in finance and accounting in 1995 from the same school. During his studies Peter also pursued fixed income research with Bikuben Securities Company in Copenhagen. In 1995 he began working as Managing Director of Finance at Føroya Banki until 2000. At that point Peter became Managing Director of Kaupthing Føroyar. He has the following holdings in Kaupthing Bank: 338,000 shares, 60,000 call options, 0 put options. Holdings of financially related parties: 0 shares.

Robert Charpentier, CEO of Kaupthing Bank Sverige (Sweden) Robert was born in 1965. He graduated with a MSc in economics with a focus on international finance from the Swedish School of Economics and Business Administration in Helsinki in 1989. He joined Goldman, Sachs & Co. in London in 1989 where he worked as an analyst and associate before becoming the Executive Director of Debt Capital Markets for Nordic clients. In 1997 Robert moved to Sweden and became Senior Vice President, Head of Corporate Banking, for Swedbank Markets, the investment and merchant banking unit of the Swedbank Group. In 2000 he was promoted to the position of Executive Vice President at the Swedbank Group as Deputy Head of Swedbank Markets. Finally, in 2006 Robert was appointed CEO of Kaupthing Bank Sweden. He has the following holdings in Kaupthing Bank: 0 shares, 60,000 call options, 0 put options. Holdings of financially related parties: 0 shares.

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