Correction: Share price 7.9 has been added as well as the text "to strengthen the financial position of the company for future growth" in item 3.
SHAREHOLDERS’ MEETING OF ICELANDAIR GROUP HF.
HILTON REYKJAVÍK NORDICA
30 NOVEMBER 2018 AT 8:30 AM
FINAL PROPOSALS
The Board of Directors of Icelandair Group hf. (the “Company”) submits the following proposals:
It is proposed that the Board of Directors be authorised to increase the Company’s share capital. This authorisation is intended to be utilised for the proposed acquisition of WOW air hf. It is proposed that the following provision be adopted as Article 15.1 of the Company’s Articles of Association:
“The Company’s Board of Directors is authorised to increase the Company’s share capital by up to ISK 334,905,779 nominal value (ISK three hundred thirty-four million nine hundred and five thousand seven hundred seventy-nine), by issuing new shares. The share price shall be in accordance with the purchase agreement regarding WOW air hf. (7.9). The new shares shall be of the same share class as other outstanding shares in the Company. Shareholders shall not have priority right to subscribe to the new shares. The new shares shall provide any relevant rights in the Company from the date of registration of the share capital increase. The Board of Directors may specify further rules on the sale of the shares. The authorisation of the Board of Directors to increase the share capital according to this provision shall be valid until 1 December 2019, to the extent that it has not been utilised.”
“The Company’s Board of Directors is authorised to increase the Company’s share capital by up to ISK 625,000,000 nominal value (ISK six hundred twenty-five million) to strengthen the financial position of the company for future growth. The Board of Directors shall decide on the share price and the subscription terms of the new shares. The intention is that the share offering, in part or wholly, be made towards Company shareholders registered at the end of trading on the date on which the price is set for the offering. The shares shall be offered under the following terms:
The Company’s Board of Directors shall be authorised to decide further terms and conditions, the allocation of the new shares and the implementation of the private placement. Subscriptions that lead to the payment of a purchase price that is an amount less than the equivalent of EUR 100,000 in ISK shall be void. The costs incurred by the Company as a result of the share capital increase and its registration is estimated at ISK 100.000.000. The cost of the private placement shall be paid in accordance with invoice.
The shares will belong to the same share class as other share capital in the Company. The new shares shall remain subject to any restrictions and redemption obligations set out in the Company’s Articles of Association and Icelandic law. The new shares provide rights in the Company from the date of registration of the share capital increase. The Board of Directors may establish further rules on the sale of the shares. The authorisation of the Board of Directors pursuant to this Article shall be valid until 1 December 2019, to the extent that it has not been utilised.”
The Board of Directors of Icelandair Group hf.