-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D82Ibao9eTF3n4ORGpazGHjiXWpSKW8sR2U140pMmYZtAvvxNya9Wh4+6+CWnTVO P6+kTY0Y9ctq1E/ZxiOfbQ== 0001193125-07-159918.txt : 20070723 0001193125-07-159918.hdr.sgml : 20070723 20070723172631 ACCESSION NUMBER: 0001193125-07-159918 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 22 FILED AS OF DATE: 20070723 DATE AS OF CHANGE: 20070723 GROUP MEMBERS: BAUGUR GROUP HF. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAKS INC CENTRAL INDEX KEY: 0000812900 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 620331040 STATE OF INCORPORATION: TN FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40274 FILM NUMBER: 07994410 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 FORMER COMPANY: FORMER CONFORMED NAME: PROFFITTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Johannesson Jon Asgeir CENTRAL INDEX KEY: 0001407511 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 3545307800 MAIL ADDRESS: STREET 1: SOLEYJARGOTU 11 CITY: REYKJAVIK STATE: K6 ZIP: 101 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

 

 

Saks Incorporated

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

79377W108

(CUSIP Number)

 

 

Stefán H. Hilmarsson

Baugur Group hf

Túngata 6

101 Reykjavik

Iceland

+354 530 7800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

July 13, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

CUSIP NO. 79377W108      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    
                Baugur Group hf.    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  
  (a)  ¨  
    (b)  x    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS (SEE INSTRUCTIONS)  
                BK    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ¨
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Iceland    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		     7  SOLE VOTING POWER
 
                  0
    8  SHARED VOTING POWER
 
                  11,500,000
    9  SOLE DISPOSITIVE POWER
 
                  0
  10  SHARED DISPOSITIVE POWER
 
                  11,500,000
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                11,500,000    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                8.08%    
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
                CO    

CUSIP NO. 79377W108      

 

  1  

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    
                Jón Ásgeir Jóhannesson    
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  
  (a)  ¨  
    (b)  x    
  3   SEC USE ONLY  
         
  4   SOURCE OF FUNDS (SEE INSTRUCTIONS)  
                N/A    
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   x
         
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
                Iceland    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		     7  SOLE VOTING POWER
 
                  0
    8  SHARED VOTING POWER
 
                  11,500,000
    9  SOLE DISPOSITIVE POWER
 
                  0
  10  SHARED DISPOSITIVE POWER
 
                  11,500,000
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
                11,500,000    
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
         
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
                8.08%    
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
                IN    

ITEM 1. SECURITY AND ISSUER

This statement on Schedule 13D (Statement) relates to common stock, par value $0.10 per share (Common Stock), of Saks Incorporated, a Tennessee corporation (Issuer). The principal executive offices of the Issuer are located at 12 East 49th Street, New York, New York 10017.

 

ITEM 2. IDENTITY AND BACKGROUND

(a) - (c), (f) This statement is filed by Baugur Group hf. (Baugur) and Mr. Jón Ásgeir Jóhannesson. Baugur is a company organized under the laws of the Republic of Iceland with its principal business address at Túngata 6, 101 Reykjavik, Iceland. Baugur is a privately owned, international investment firm focusing on investments within retail, property and media in Iceland, the United Kingdom, Scandinavia and the United States. Since its formation in 1998 in Iceland, Baugur has continually grown its investment portfolio. Today, companies related to Baugur employ approximately 75,000 people worldwide and operate over 3,900 stores. For the year to December 31 2006, the total revenues of these companies were approximately £9.8 billion (US$19.2 billion*). In the retail sector, Baugur’s investments include House of Fraser, a U.K. chain of department stores; Hamleys, a toy retailer; Magasin du Nord, a Danish department store chain; the fashion chains Jane Norman and Mosaic Fashions; and the jewellery brands Goldsmiths and Mappin & Webb. Baugur is managed under the direction of its board of directors and its Executive Chairman, Mr. Jón Ásgeir Jóhannesson. Mr. Jón Ásgeir Jóhannesson is a citizen of the Republic of Iceland.

By virtue of his position as Executive Chairman of Baugur and his substantial holdings of the majority shareholders of Baugur, Mr. Jón Ásgeir Jóhannesson has significant oversight and influence on the shares held by Baugur.

The name, citizenship, address and principal occupation of each of the members of Baugur’s board of directors and executive officers is listed in Schedule A attached hereto.

(d) On May 3 2007, the District Court of Reykjavik ruled that Mr. Jón Ásgeir Jóhannesson had violated Article 158 of the Icelandic Penal Code which prohibits incorrect statements in a legally required document. The conviction relates to an incorrect statement contained in a stock exchange announcement. Mr. Jón Ásgeir Jóhannesson received a suspended sentence of 3 months imprisonment. Previously, both the District Court of Reykjavik and the Supreme Court of Iceland had dismissed the charges against Mr. Jón Ásgeir Jóhannesson. Mr. Jón Ásgeir Jóhannesson vigorously maintains his innocence and this matter is currently the subject of an appeal to the Supreme Court of Iceland. Mr. Jón Ásgeir Jóhannesson has always had the full support of Baugur’s board of directors throughout these proceedings.

Mr. Jón Ásgeir Jóhannesson’s case has created significant political debate and controversy in Iceland. The Baugur board of directors and the executive management of the company have publicly criticised the conduct of the case against Mr. Jón Ásgeir Jóhannesson. A complaint has also been filed by Mr. Jón Ásgeir Jóhannesson with the European Court of Human Rights in relation to this matter.

Neither Baugur, nor, to the best of its knowledge, any of Baugur’s executive officers or directors listed in Schedule A, except as otherwise described above, have, during the five years preceding the date of this Schedule 13D, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Except as set forth above, none of Mr. Jón Ásgeir Jóhannesson, Baugur, nor, to the best of its knowledge, any of Baugur’s executive officers or directors listed in Schedule A, have, during the five years preceding the date of this Schedule 13D, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

* as at December 31, 2006, GBP1: US$1.96

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The source of funds to be used in making the purchases will be advances by Landsbanki Islands hf (Landsbanki) pursuant to the Forward Contracts (as defined in Item 5 below). A total of $247,009,059 will be paid to purchase the shares if the Forward Contracts are settled at maturity. As set forth below in Item 5, the parties may agree to extend a Forward Contract beyond its maturity date, whereupon the Forward Price will be reset to reflect the new maturity date.

 

ITEM 4. PURPOSE OF TRANSACTION

Baugur purchased the shares as part of its global investment portfolio and believes them to represent a sound acquisition. Although Baugur has no current intention to seek to influence or participate in the formulation, determination or direction of the basic business decisions of the Issuer, it is anticipated that Baugur may from time to time seek to have discussions with management, the board of directors and other shareholders of the Issuer.

Depending on prevailing market, economic and other conditions, Baugur may from time to time acquire additional securities of the Issuer, convert or exchange securities that it holds, engage in discussions with the Issuer concerning further acquisitions of securities of the Issuer or otherwise invest in the Issuer or one or more of its subsidiaries. Baugur intends to review its investment in the Issuer on a continuing basis and, depending upon the price and availability of the Issuer’s securities, subsequent developments concerning the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to Baugur, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or decrease the size of its investment in the Issuer or to sell any or all of the securities of the Issuer that it holds.

Baugur may in the future seek to engage in discussions with management of the Issuer concerning the business and/or operations of the Issuer and/or concerning potential investments by Baugur in securities of the Issuer and/or its subsidiaries. Such discussions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Other than as set forth above, none of Mr. Jón Ásgeir Jóhannesson, Baugur nor, to the best of its knowledge, any of Baugur’s executive officers or directors listed in Schedule A have any present plans or proposals which relate to or would result in any transaction, change or event specified in clause (a) through (j) of Item 4 of Schedule 13D.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) - (b) As of July 23, 2007, Baugur has the right to acquire 11,500,000 shares, or approximately 8.08%, of the Issuer’s Common Stock. This percentage of shares is calculated based on 142,357,014 shares of the Issuer’s Common Stock outstanding as reported in the quarterly report on Form 10-Q for the quarterly period ending May 5, 2007, which was filed with the SEC on June 6, 2007, which represents the most recent available public filing containing such information.

Baugur’s beneficial ownership arises through Icelandic forward contracts (each a Forward Contract) that it has entered into with Landsbanki. Each Forward Contract has a maturity date falling approximately three months from the effective date of the contract. Pursuant to each Forward Contract, Baugur has, on the contract maturity date, the right to require Landsbanki to sell to it the number of securities of the Issuer to which the Forward Contract relates for a price specified in such Forward Contract (Forward Price), as detailed below. The parties may agree to extend a Forward Contract beyond its maturity date.

Baugur and Mr. Jón Ásgeir Jóhannesson may be deemed to have shared power to vote and shared power to dispose or direct disposition of the shares described below, although they will not have the actual power to vote any shares prior to the actual acquisition of those shares under the terms of the applicable Forward Contract.

(c) The following chart sets forth the details of Baugur’s forward contracts entered into during the past sixty days pertaining to the Issuer’s Common Stock:

 

Party

   

Date of

Purchase

    Number of
Shares
Purchased		    Forward
Price
per
share ($)		    Spot
Price per
share ($)		   

Where and How

Effected

Baugur    June 7, 2007    600,000    20.568    20.206    Privately entered forward contract
Baugur    June 8, 2007    600,000    20.821    20.455    Privately entered forward contract
Baugur    June 11, 2007    750,000    20.880    20.513    Privately entered forward contract
Baugur    June 13, 2007    500,000    20.082    20.727    Privately entered forward contract
Baugur    June 13, 2007    850,000    20.969    20.600    Privately entered forward contract
Baugur    June 14, 2007    250,000    20.745    21.362    Privately entered forward contract
Baugur    June 20, 2007    600,000    20.659    21.278    Privately entered forward contract
Baugur    June 21, 2007    700,000    20.809    21.425    Privately entered forward contract
Baugur    June 25, 2007    350,000    21.700    21.318    Privately entered forward contract
Baugur    June 26, 2007    750,000    21.461    21.088    Privately entered forward contract
Baugur    June 27, 2007    500,000    21.340    20.964    Privately entered forward contract
Baugur    June 29, 2007    500,000    20.871    21.515    Privately entered forward contract
Baugur    July 13, 2007    350,000    21.016    20.654    Privately entered forward contract
Baugur    July 16, 2007    600,000    21.242    20.868    Privately entered forward contract
Baugur    July 17, 2007    275,000    21.314    20.947    Privately entered forward contract
Baugur    July 18, 2007    1,000,000    21.673    21.291    Privately entered forward contract

Baugur

    July 19, 2007    1,000,000    22.053    21.665    Privately entered forward contract

Baugur

    July 20, 2007    1,325,000    22.240    21.849    Privately entered forward contract

(d) Landsbanki retains the right to all dividends attaching to the securities to which each Forward Contract relates. However, to the extent that any dividends are paid to Landsbanki in respect of such securities, the Forward Price payable by Baugur under the Forward Contract to which those securities relates is reduced by an amount equal to the dividend paid. Other than as previously discussed with regards to the Forward Contracts, to Baugur’s knowledge, no additional person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer which are deemed to be beneficially owned by Baugur.

(e) Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Other than the Forward Contracts described above and attached as exhibits hereto, to the knowledge of Baugur, its officers and directors and Mr. Jón Ásgeir Jóhannesson, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 and Schedule A and between such persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

1. Joint Filing Agreement

2 Forward Contract entered into between Baugur and Landsbanki, dated June 7, 2007 (English language translation)

3. Forward Contract entered into between Baugur and Landsbanki, dated June 8, 2007 (English language translation)

4. Forward Contract entered into between Baugur and Landsbanki, dated June 11, 2007 (English language translation)

5. Forward Contract entered into between Baugur and Landsbanki, dated June 13, 2007 (English language translation)

6. Forward Contract entered into between Baugur and Landsbanki, dated June 13, 2007 (English language translation)

7. Forward Contract entered into between Baugur and Landsbanki, dated June 14, 2007 (English language translation)

8. Forward Contract entered into between Baugur and Landsbanki, dated June 20, 2007 (English language translation)

9. Forward Contract entered into between Baugur and Landsbanki, dated June 21, 2007 (English language translation)

10. Forward Contract entered into between Baugur and Landsbanki, dated June 25, 2007 (English language translation)

11. Forward Contract entered into between Baugur and Landsbanki, dated June 26, 2007 (English language translation)

12. Forward Contract entered into between Baugur and Landsbanki, dated June 27, 2007 (English language translation)

13. Forward Contract entered into between Baugur and Landsbanki, dated June 29, 2007 (English language translation)

14. Forward Contract entered into between Baugur and Landsbanki, dated July 13, 2007 (English language translation)

15. Forward Contract entered into between Baugur and Landsbanki, dated July 16, 2007 (English language translation)

16. Forward Contract entered into between Baugur and Landsbanki, dated July 17, 2007 (English language translation)

17. Forward Contract entered into between Baugur and Landsbanki, dated July 18, 2007 (English language translation)

18. Forward Contract entered into between Baugur and Landsbanki, dated July 19, 2007 (English language translation)

19. Forward Contract entered into between Baugur and Landsbanki, dated July 20, 2007 (English language translation)

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certify as of 23 July 2007 that the information set forth in this statement is true, complete and correct.

 

Baugur Group hf.  
By:  

/s/ Gunnar Sigurðsson

  
Name:   Gunnar Sigurðsson  
Title:   Chief Executive Officer  
Mr. Jón Ásgeir Jóhannesson  
 

/s/ Jón Ásgeir Jóhannesson

  

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF BAUGUR GROUP HF

The name, citizenship, business address, and present principal occupation or employment of each of the directors and executive officers of Baugur Group hf are set forth below.

Baugur Group HF

 

Name

   

Principal

Occupation

   

Business Address

    Citizenship

Jón Ásgeir Jóhannesson

    Executive Chairman   

Túngata 6

101 Reykjavik

Iceland

    Icelandic

Hreinn Loftsson

    Company Director   

Túngata 6

101 Reykjavik

Iceland

    Icelandic

Kristín Jóhannesdóttir

    Company Director   

Túngata 6

101 Reykjavik

Iceland

    Icelandic

Jóhannes Jónsson

    Company Director   

Túngata 6

101 Reykjavik

Iceland

    Icelandic

Donald McCarthy

    Company Director   

Túngata 6

101 Reykjavik

Iceland

    British

Ingibjörg Stefania Pálmadóttir

    Company Director   

Túngata 6

101 Reykjavik

Iceland

    Icelandic

Hans Kristian Hustad

    Company Director   

Túngata 6

101 Reykjavik

Iceland

    Norwegian

Einar Þór Sverrisson

    Alternate Director   

Túngata 6

101 Reykjavik

Iceland

    Icelandic

Stefán Hilmar Hilmarsson

    Deputy Chief Executive Officer   

Túngata 6

101 Reykjavik

Iceland

    Icelandic

Guðrún Sylvia Pétursdóttir

    Alternate Director   

Túngata 6

101 Reykjavik

Iceland

    Icelandic

Gunnar Sigurðsson

    Chief Executive Officer   

Túngata 6

101 Reykjavik

Iceland

    Icelandic

INDEX OF EXHIBITS

1. Joint Filing Agreement

2 Forward Contract entered into between Baugur and Landsbanki, dated June 7, 2007 (English language translation)

3. Forward Contract entered into between Baugur and Landsbanki, dated June 8, 2007 (English language translation)

4. Forward Contract entered into between Baugur and Landsbanki, dated June 11, 2007 (English language translation)

5. Forward Contract entered into between Baugur and Landsbanki, dated June 13, 2007 (English language translation)

6. Forward Contract entered into between Baugur and Landsbanki, dated June 13, 2007 (English language translation)

7. Forward Contract entered into between Baugur and Landsbanki, dated June 14, 2007 (English language translation)

8. Forward Contract entered into between Baugur and Landsbanki, dated June 20, 2007 (English language translation)

9. Forward Contract entered into between Baugur and Landsbanki, dated June 21, 2007 (English language translation)

10. Forward Contract entered into between Baugur and Landsbanki, dated June 25, 2007 (English language translation)

11. Forward Contract entered into between Baugur and Landsbanki, dated June 26, 2007 (English language translation)

12. Forward Contract entered into between Baugur and Landsbanki, dated June 27, 2007 (English language translation)

13. Forward Contract entered into between Baugur and Landsbanki, dated June 29, 2007 (English language translation)

14. Forward Contract entered into between Baugur and Landsbanki, dated July 13, 2007 (English language translation)

15. Forward Contract entered into between Baugur and Landsbanki, dated July 16, 2007 (English language translation)

16. Forward Contract entered into between Baugur and Landsbanki, dated July 17, 2007 (English language translation)

17. Forward Contract entered into between Baugur and Landsbanki, dated July 18, 2007 (English language translation)

18. Forward Contract entered into between Baugur and Landsbanki, dated July 19, 2007 (English language translation)

19. Forward Contract entered into between Baugur and Landsbanki, dated July 20, 2007 (English language translation)

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT 1

AGREEMENT OF JOINT FILING

The undersigned hereby agree that the attached Schedule 13D, together with any and all amendments thereto, is filed on behalf of each of us, pursuant to Rule 13d-1 of the General Rules and Regulations of the Securities and Exchange Commission. This Agreement may be executed in counterparts, each of which may be deemed to be an original, but all of which together will constitute one and the same Agreement.

Date: July 23, 2007

 

Baugur Group hf.
By:  

/s/ Gunnar Sigurðsson

Name:   Gunnar Sigurðsson
Title:   Chief Executive Officer
Mr. Jón Ásgeir Jóhannesson
 

 

/s/ Jón Ásgeir Jóhannesson

  Name: Jón Ásgeir Jóhannesson
 EX-99.2 3 dex992.htm FORWARD CONTRACT Forward Contract

Exhibit 2

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 7 June 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9231-0
Trade Date:    07 June 2007
Effective Date:    12 June 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    600,000.00 shares
Spot price:    20.2062
Forward price:    20.5682
Contract amount:    USD 12,340,894.00
Exchange:    NYSE
Maturity:    12 September 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.3 4 dex993.htm FORWARD CONTRACT Forward Contract

Exhibit 3

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 8 June 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9236-0
Trade Date:    8 June 2007
Effective Date:    13 June 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    600,000.00 shares
Spot price:    20.4545
Forward price:    20.8210
Contract amount:    USD 12,492,584.00
Exchange:    NYSE
Maturity:    13 September 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.4 5 dex994.htm FORWARD CONTRACT Forward Contract

Exhibit 4

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 11 June 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9254-0
Trade Date:    11 June 2007
Effective Date:    14 June 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    750,000.00 shares
Spot price:    20.5129
Forward price:    20.8804
Contract amount:    USD 15,660,292.00
Exchange:    NYSE
Maturity:    14 September 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.5 6 dex995.htm FORWARD CONTRACT Forward Contract

Exhibit 5

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 13 June 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9300-0
Trade Date:    13 June 2007
Effective Date:    18 June 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    500,000.00 shares
Spot price:    20.7269
Forward price:    20.0821
Contract amount:    USD 10,541,029.00
Exchange:    NYSE
Maturity:    14 September 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.6 7 dex996.htm FORWARD CONTRACT Forward Contract

Exhibit 6

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 13 June 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9274-0
Trade Date:    13 June 2007
Effective Date:    18 June 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    850,000.00 shares
Spot price:    20.6000
Forward price:    20.9691
Contract amount:    USD 17,823,724.00
Exchange:    NYSE
Maturity:    18 September 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.7 8 dex997.htm FORWARD CONTRACT Forward Contract

Exhibit 7

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 14 June 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9322-0
Trade Date:    14 June 2007
Effective Date:    19 June 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    250,000.00 shares
Spot price:    20.3624
Forward price:    20.7451
Contract amount:    USD 5,436,276.00
Exchange:    NYSE
Maturity:    19 September 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.8 9 dex998.htm FORWARD CONTRACT Forward Contract

Exhibit 8

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 20 June 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9381-0
Trade Date:    20 June 2007
Effective Date:    25 June 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    600,000.00 shares
Spot price:    20.2782
Forward price:    20.6594
Contract amount:    USD 12,995,641.00
Exchange:    NYSE
Maturity:    25 September 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.9 10 dex999.htm FORWARD CONTRACT Forward Contract

 

LOGO

 

  

Exhibit 9

 

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 21 June 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9424-0
Trade Date:    21 June 2007
Effective Date:    26 June 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    700,000.00 shares
Spot price:    20.4247
Forward price:    20.8085
Contract amount:    USD 15,265,976.00
Exchange:    NYSE
Maturity:    26 September 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.10 11 dex9910.htm FORWARD CONTRACT Forward Contract

 

LOGO

 

  

Exhibit 10

 

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 25 June 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9464-0
Trade Date:    25 June 2007
Effective Date:    28 June 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    350,000.00 shares
Spot price:    21.3177
Forward price:    21.6995
Contract amount:    USD 7,594,841.00
Exchange:    NYSE
Maturity:    28 September 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.11 12 dex9911.htm FORWARD CONTRACT Forward Contract

Exhibit 11

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 26 June 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9465-0
Trade Date:    26 June 2007
Effective Date:    29 June 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    750,000.00 shares
Spot price:    21.0876
Forward price:    21.4613
Contract amount:    USD 16,095,987.00
Exchange:    NYSE
Maturity:    29 September 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.12 13 dex9912.htm FORWARD CONTRACT Forward Contract

Exhibit 12

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 27 June 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9481-0
Trade Date:    27 June 2007
Effective Date:    2 July 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    500,000.00 shares
Spot price:    20.9640
Forward price:    21.3395
Contract amount:    USD 10,669,763.00
Exchange:    NYSE
Maturity:    2 october 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.13 14 dex9913.htm FORWARD CONTRACT Forward Contract

Exhibit 13

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 29 June 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9504-0
Trade Date:    29 June 2007
Effective Date:    5 July 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    500,000.00 shares
Spot price:    20.5152
Forward price:    20.8713
Contract amount:    USD 10,935,674.00
Exchange:    NYSE
Maturity:    28 September 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.14 15 dex9914.htm FORWARD CONTRACT Forward Contract

Exhibit 14

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 

 

 
 
  Reykjavik, 13 July 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9675-0
Trade Date:    13 July 2007
Effective Date:    18 July 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    350,000.00 shares
Spot price:    20.6539
Forward price:    21.0159
Contract amount:    USD 7,355,564.00
Exchange:    NYSE
Maturity:    16 october 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.15 16 dex9915.htm FORWARD CONTRACT Forward Contract

Exhibit 15

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 16 July 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9681-0
Trade Date:    16 July 2007
Effective Date:    19 July 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    600,000.00 shares
Spot price:    20.8678
Forward price:    21.2416
Contract amount:    USD 12,744,970.00
Exchange:    NYSE
Maturity:    19 october 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.16 17 dex9916.htm FORWARD CONTRACT Forward Contract

Exhibit 16

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 17 July 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9712-0
Trade Date:    17 July 2007
Effective Date:    20 July 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    275,000.00 shares
Spot price:    20.9471
Forward price:    21.3142
Contract amount:    USD 5,861,393.00
Exchange:    NYSE
Maturity:    18 october 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.17 18 dex9917.htm FORWARD CONTRACT Forward Contract

Exhibit 17

 

 

LOGO

 

  

[Translation of the original Icelandic confirmation]

 

 
 
  Reykjavik, 18 July 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9727-0
Trade Date:    18 July 2007
Effective Date:    23 July 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    1,000,000.00 shares
Spot price:    21.2914
Forward price:    21.6728
Contract amount:    USD 21,672,783.00
Exchange:    NYSE
Maturity:    23 october 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.18 19 dex9918.htm FORWARD CONTRACT Forward Contract

Exhibit 18

 

 

LOGO

 

   

[Translation of the original Icelandic confirmation]

 

   Reykjavik, 19 July 2007

 

To:    Baugur Group hf. (Counterparty)
   ID no. 480798-2289
   Túngötu 6, 101 Reykjavík
From:    Landsbanki Islands hf. (the Bank)
   Id. No. 540291-2259
   Hafnarstrasti 5, 101 Reykjavik
   Tel.: +354 410-7372
   Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:    9741-0
Trade Date:    19 July 2007
Effective Date:    24 July 2007
Buyer:    Baugur Group hf.
Seller:    Landsbanki Íslands hf.
Ticker Code:    SKS US Equity, Saks Inc.
Nominal amount:    1,000,000.00 shares
Spot price:    21.6653
Forward price:    22.0534
Contract amount:    USD 22,053,385.00
Exchange:    NYSE
Maturity:    24 october 2007
Maturity time:    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík
Delivery date:    Maturity of Contract
Seller’s account:    0100-26-010600
Buyer’s account:    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

    Landsbanki Íslands hf. (the Bank)
   

 

Approved and confirmed, Reykjavík     /    /            
Baugur Group hf. (Counterparty)    

 

    
EX-99.19 20 dex9919.htm FORWARD CONTRACT Forward Contract

Exhibit 19

[Translation of the original Icelandic confirmation]

 

LOGO

   Landsbankinn

Reykjavik, 20 July 2007

 

To:

   

Baugur Group hf. (Counterparty)

ID no. 480798-2289

Túngötu 6, 101 Reykjavík

From:

   

Landsbanki Islands hf. (the Bank)

Id. No. 540291-2259

Hafnarstrasti 5, 101 Reykjavik

Tel.: +354 410-7372 Fax: 410-3006

EQUITIES – CONFIRMATION OF FORWARD CONTRACT

A. Contract Description

 

Our Reference:

    9757-0

Trade Date:

    20 July 2007

Effective Date:

    25 July 2007

Buyer:

    Baugur Group hf.

Seller:

    Landsbanki Íslands hf.

Ticker Code:

    SKS US Equity, Saks Inc.

Nominal amount:

    1,325,000.00 shares

Spot price:

    21.8488

Forward price:

    22.2402

Contract amount:

    USD 29,468,283.00

Exchange:

    NYSE

Maturity:

    25 October 2007

Maturity time:

    10:00 a.m. – 4:00 p.m. at maturity in Reykjavík

Delivery date:

    Maturity of Contract

Seller’s account:

    0100-26-010600

Buyer’s account:

    0111-38-101289

B. Special Provisions

 

  (i.) The Seller is obliged to sell the equities described above to the Buyer at maturity. Furthermore, the Seller is obliged to deliver to the Buyer the nominal value of the above-described equities at maturity. Landsbanki Íslands hf. is obliged to notify the Shareholders’ Register of the company concerned of the trade.

 

  (ii.) At maturity, the Buyer will credit the Seller’s account with the above-described Contract amount.

 

  (iii.) The contract shall be closed out at maturity, before 16:00 Reykjavík time. Otherwise penalty interest rates shall be payable on the contract amount, based on the current official interest rates published by the Central Bank of Iceland. Should the Counterparty wish to extend the Contract at maturity, both parties must agree on this expressly at least two days in advance

  (iv.) Upon closure of the Contract at maturity, or on the date closed if a Contract is closed prior to maturity, the Counterparty shall be obliged to pay to Landsbanki a closeout fee of 0.6% of the closeout amount.

 

  (v.) Should the issuer of the above-listed equities decide to pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the amount of such dividend. It shall be up to the issuer of the above-listed equities to decide, as appropriate, whether the dividend is in proportion to the nominal value of share capital prior to or after its increase. The Seller shall thus be entitled to dividends and the above forward price decreased with regard to the dividend payment.

 

  (vi.) Should the issuer of the above-listed equities decide on a bonus issue pay a dividend during the term of the Contract, i.e. between the trade date and maturity, the above forward price shall be decreased correspondingly by the proportional increase in share capital resulting from the issue of bonus shares. Furthermore, the above-listed nominal amount shall be increased in proportion to the bonus share issue.

 

  (vii.) No transfer of rights and obligations provided for under this Contract may be made to a third party without the prior consent of both contracting parties.

 

  (viii.) In addition to the Special Provisions of this Contract, the provisions of Landsbanki’s General Terms for Market Transactions shall apply to all transactions, as applicable. Furthermore, the provisions of the General Terms and Conditions for Interest Rate and Currency Transactions, issued by the Association of Commercial Banks and Savings Banks in Iceland in February 1998, shall apply; the Counterparty has acquainted itself with these Terms. Should there be any discrepancies between the provisions of this Contract and the General Terms and Conditions of Business, the provisions of this Contract shall apply. Should there be any discrepancies between the provisions of Landsbanki’s General Terms and Conditions of Business and the General Terms and Conditions for Interest Rate and Currency Transactions, the provisions of Landsbanki’s General Terms and Conditions shall apply.

 

  (ix.) Should either contracting party fail to fulfil its obligations under this contract (contractual obligations) in full or in part, the other party shall be relieved of its obligations in accordance with the default. If the default is material, the other party may rescind this Contract unilaterally and without prior notice once such default (payment in arrears) has lasted two banking days. A party defaulting on payment in part or in full shall be solely responsible for any costs arising due to such default.

 

  (x.) Any dispute which may arise as a result of this Loan Agreement shall be brought before the Reykjavík District Court.

 

  (xi.) In confirmation of the above, both parties hereby affix their signatures to this Contract: The Counterparty thereby also confirms to Landsbanki that it has acquainted itself with the nature of forward contracts and availed itself of expert advice outside of Landsbanki Íslands prior to signing this Contract. In confirmation, the parties shall affix their signatures to this Contract in two identical copies, with each party retaining one copy.

 

   Landsbanki Íslands hf. (the Bank)
  

 

Approved and confirmed, Reykjavík     /    /        

   

Baugur Group hf. (Counterparty)

   

 

   
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