The Annual General Meeting of Icelandair Group hf. will be held Friday 21 May
2010 at 16:00 at the Hilton Reykjavik Nordica.
Agenda
1. Report of the Board of Directors on the activities of the company in 2009
2. The Annual Accounts of the company for 2009, including Auditors Report,
submitted for confirmation
3. Disposal of the profit of the Company during the fiscal year, incl. dividends
4. Authorization to company to purchase treasury shares
5. Remuneration of the Board of Directors
6. Election of Board of Directors
7. Election of auditing firm
8. Remuneration policy
9. New Articles of Association
10. Any other lawfully submitted business
Proposals
a) Annual Accounts (Item 2)
The Board of Directors proposes to the Annual General Meeting that the Annual
Accounts of the company for 2009 will be approved.
b) No dividends payments (Item 3)
The Board of Directors proposes to the Annual General Meeting that no dividends
will be paid in respect of profits for the year 2009.
c) Purchase of treasury shares (Item 4)
The Board of Directors proposes to the Annual General Meeting that the company
will be authorized to purchase up to 10% treasury shares, with reference to
Article 55 in Act No. 2/1995. The shares' purchase price may be up to 20% above
the average sales price of shares on the Stock Exchange in the two weeks
immediately preceding the purchase.
d) Remuneration to Board Members (Item 5)
The Board of Directors proposes to the Annual General Meeting that remuneration
to Board Members will be as follows: Each Board Member will receive ISK 160,000
per month, the Chairman of the Board of Directors will receive ISK 320,000 per
month and Alternate Board Members will receive ISK 80,000 for each meeting
attended.
e) KPMG to be auditors (Item 7)
The Board of Directors proposes to the Annual General Meeting that KPMG hf.
will be the company's auditors.
f) Remuneration Policy (Item 8)
The Board of Directors proposes to the Annual General Meeting that the attached
Remuneration Policy will be approved.
g) New Articles of Association (Item 9)
The Board of Directors proposes to the Annual General Meeting that the attached
Articles of Association will be approved.
Rules on Shareholders Participation and Voting
Shareholders have the right to put items on the agenda, submit draft
resolutions and ask questions, in writing or by electronic means, until the
final agenda and proposals are issued on 14 May 2010. Each share in the Company
carries one vote, excluding Treasury Shares that do not carry voting rights.
Shareholders attending the Annual General Meeting in person will be registered
at the entrance and will then receive their ballots and other relevant
documents.
Shareholders, who do not attend the Annual General Meeting in person, can
either: a) vote on items on the agenda in writing or by electronic means, or
b) grant a proxy. A shareholder's request to vote in writing or by electronic
means must be received by the Company no later than 5 days prior to the Annual
General Meeting. Votes must be received by the Company prior to the Annual
General Meeting. Shareholders can also cast their votes at the Company's
headquarters in person prior to the Annual General Meeting on weekdays during
normal business hours.
Shareholders can either grant written or electronic proxies, subject to certain
formalities. Electronic proxies must be submitted through the Company's
shareholder portal. Proxies must be received by the Company prior to the Annual
General Meeting or at the entrance of the meeting.
Further information is available at the Company's website:
www.icelandairgroup.is.
Other Information
The Annual General Meeting will be conducted in Icelandic.
The documents to be submitted to the Annual General Meeting, including the
audited Consolidated Financial Statements for 2009 and the Annual Report for
2009, as well as draft resolutions and comments on each item on the agenda are
available in English at the Company's website: www.icelandairgroup.is. The
documents are also available to shareholders at the Company's headquarters at
Reykjavik airport, Iceland, on weekdays during normal business hours.
Shareholders are however advised that according to Article 63 a. of the
Icelandic Companies Act No. 2/1995, written notices on candidature to the Board
of Directors can be made until 5 days before the Annual General Meeting. Thus,
information on all candidates to the Board of Directors will be made available
to the shareholders no later than 2 days before the Annual General Meeting.
Further information on the Annual General Meeting can be found on the Company's
website: www.icelandairgroup.is
The Board of Directors of
Icelandair Group hf.
