- Share offering


Reykjavík 7 December 2010

Icelandair Group hf. (the “Company”) Board of Directors announced on 17
November 2010 its intention to increase the share capital in the Company by
between 500 million to 1,059 million shares in a public share offering (the
“Offering”) by issue of new shares (the “New Shares”). If fewer than 500
million subscriptions will be received the Company will not issue new shares.
The offer period is from 10.00 am on 8 December 2010 until 4.00 pm on 23
December 2010. 

The Company will publish a Prospectus on 7 December 2010 comprising of a
Registration Document dated 28 October, a Summary and a Securities Note dated 7
December 2010. The Prospectus will be accessible on the Company's website,
www.icelandairgroup.is, and printed copies will also be available for viewing
at the Company's main office at Reykjavíkurflugvöllur, 101 Reykjavík, for 12
months after publication. 

The Company´s Board of Directors has now completed in detail the terms and
conditions of the Offering. The share price in the Offering is ISK 2.5 per
share. The New Shares can only be paid with cash in ISK. The New Shares are all
of the same class and bear the same rights and are identical to the existing
shares in Icelandair Group. The New Share issue will be allocated in three
tranches:
 
1.Icelandair Group shareholders as registered at the end of 17 November 2010
(record date) with the Icelandic Securities Depository, the ex-date is 15
November 2010, have a pre-emptive right to purchase 799,000,000 New Shares in
this offering. Should demand for shares be less than the number of reserved
shares, the outstanding shares will be transferred from this tranche and
disbursed directly to the general public tranche. 

Shareholders shall subscribe for shares in the Offering electronically through
a subscription form on Íslandsbanki's website, www.isb.is. Every shareholder
will be sent a letter via general mail on 7 December 2010 containing
information about the nominal value and rate of the shares to the shareholder
is entitled to, respite for subscription and terms of payment. The letter
contained a username and password which is a requirement for identification
when logging in to the subscription form on Íslandsbanki's website. If a
shareholder who wishes to participate does not receive a username and password
he or she can contact Íslandsbanki through phone number +354 440 4920. 

The New Shares will be disbursed in conformity with Act No. 2/1995 on Public
Limited Companies and the Company's Article of Association. The New Shares will
be disbursed in conformity with Act No. 2/1995 on Public Limited Companies and
the Company's Article of Association. 

If a shareholder does not exercise his or her pre-emptive rights in full, other
shareholders shall be entitled to increase their subscription. Shareholders who
wish to subscribe to unused subscription rights can do so by subscribing to
more than they are entitled to and the allocation will be proportional
according to their registered holding as registered on 17 November 2010 with
the Icelandic Securities Depository. If New Shares that are allocated will
contain fragments they will be rounded downwards. 

2.All employees of Icelandair Group and its subsidiaries, except Bluebird
Cargo ehf. and SmartLynx AOC, as of 31 October 2010 have a preference right to
purchase 160,000,000 New Shares in this offering. Should demand for shares be
less than the number of reserved shares, the outstanding shares will be
transferred from this tranche and disbursed directly to the general public
tranche. 

Employees of Icelandair will access a link to Íslandsbanki website, through
Icelandair's Group intranet where they can fill out a subscription form. Each
employee has an individual access via the Icelandair intranet. 

3.The general public in Iceland will be offered 100,000,000 New Shares plus
any outstanding shares from the other two tranches. Participation in the
offering is available to individuals or legal entities holding an Icelandic ID
Number, if not prohibited by law. Employees of Íslandsbanki are in general
allowed to take part in the offer to the general public but their participation
is restricted to the first three hours from the opening of the offering on 8
December 2010. 

Subscription for shares in the offering shall be made electronically via a
subscription form on Íslandsbanki's website, www.isb.is. 
A decision on allocation of the New Shares to the general public and employee
tranches will be made by Icelandair Group's Board of Directors in a meeting
following the expiration of the offer period. The Board of Directors reserves
the right to reject subscriptions in full or in part at its sole and unfettered
discretion. 

The results of the share offering will be made public on 30 December 2010. The
announcement will include the aggregate number of New Shares which were
subscribed for and the aggregate number of participants and how many
subscriptions were received for each tranche in the share offering along with
the Company's Board of Directors decision in regards to allocation of the New
Shares. 

An invoice will be sent to subscribers who will be allocated New Shares on 30
December 2010 via their online bank, or general mail if they specifically
choose so on the subscription form. Those subscribers who do not receive an
invoice will not be allocated New Shares in the Company. No further
notification will be made regarding allocation of New Shares. The Board of
Directors expects the New Shares to be admitted to trading on NASDAQ OMX
Iceland main market no later than 11 January 2011. 

The due date for the invoice is 6 January 2011. For any shares unpaid on the
due date Icelandair Group's Board of Directors may either collect payment with
penalty interest (according to Article 6 of Act No. 38/2001) and costs, or
cancel the subscription of the shares in question and allocate those shares to
a third party without notice or notification to subscribers.