Kópavogur, 23 March 2020
The Annual General Meeting of Festi hf. was held Monday 23 March 2020 at 10:00 at the company’s headquarters at Dalvegur 10-14, Kópavogur, Iceland. The main results of the meeting were as follows:
Adopted resolutions:
- The Annual financial statement for the previous accounting year was approved.
- A decision on payment of a dividend from the operating year 2019 was adopted:
Dividends will be paid to shareholders for the total amount of ISK 657,147,826 for the fiscal year 2019 or ISK 2 for each ISK of nominal value of shares in the company. The last trading day attaching right to dividend is 20 March 2020 and corollary 23 March 2020 is the ex-date (trading exclusive of dividends). Record day is 24 March 2020, which entails that dividends will be paid to shareholders registered in the shareholders registry at closing on 24 March 2020. Payment of dividends is scheduled for 20 April 2020. However, the Board of Directors is for a period until 23 September 2020, authorised to decide whether to postpone payment of dividends or cancel payment in full, taking into consideration the cash position of the company and other circumstances in the economic environment.
- Sigrún Ragna Ólafsdóttir and Tryggvi Pálsson were elected to serve on the Nomination Committee.
- Deloitte were elected as the company’s auditing firm for the year 2020.
- A decision on remuneration to the Board of Directors, the Board sub-committees and the Nomination Committee was adopted:
The Chairman of the Board receives ISK 760,000 per month.
The Deputy Chairman of the Board receives ISK 570,000 per month.
Other Board Directors receives ISK 380,000 per month.
Members of the Remuneration Committee receive ISK 53,000 per month and its Chairman receives ISK 106,000 per month.
Members of the Audit Committee receive ISK 85,000 per month and its Chairman receives ISK 150,000 per month.
The Chairman of the Investment Council receives ISK 150,000 per month.
The Chairman of the Nomination Committee receives ISK 130,000 per month, Committee members ISK 110,000 per month and the Board of Directors’ representative on the Committee receives ISK 74,000 per month.
6. The Board of Directors proposal for amendments to the company’s remuneration policy was adopted.
Article 7 Paragraph 6 now reads as follows:
„The Remuneration Committee shall propose to the Board predefined and precise performance benchmarks for the coming operating year, within the framework laid out above and these shall be in three steps. Upon reaching the first step a payment of up to 33% of the total bonus may be paid, upon reaching the second step a payment of up to 67% of the total bonus may be paid and upon reaching the third step a payment of up to 100% of the bonus may be paid.”
7. The Board of Directors was authorised to purchase own shares in the following manner:
“The Annual General Meeting of Festi hf. held on 23 March 2020 approves an authorisation for the Board, based on article 55 of Act No. 2/1995 concerning Public Limited Companies, to purchase on behalf of the company up to 10% of its share capital. This authorization shall be used to set up a formal repurchase schedule or make a general offer to shareholders for the company’s purchase of its own shares, for example through a tender, provided that shareholders’ equality be ensured in the invitation to participate in such transactions.
Upon repurchase the highest permitted price for each share shall not exceed the price of the last independent transaction or the highest established independent purchase offer in the trading systems where the shares are traded, whichever is higher. The company's transactions with own shares shall be notified in accordance with laws and regulations. This authorization is valid until the company’s Annual General Meeting in 2021, however, no longer than until 21 September 2021. Other previous authorizations to purchase own shares are cancelled upon approval of this authorization.”
8. The Board of Directors was authorised to raise share capital in order to partially meet the purchase contract payments for the purchase of Íslensk Orkumidlun ehf. In the following manner:
“The Annual General Meeting of Festi held on 23 March 2020 approves the authorisation of the Board of Directors to issue new shares in the company not exceeding the nominal value of ISK 3,200,000. The shareholders waive pre-emptive rights to the new shares whereas the sellers of all shares in Íslensk Orkumiðlun ehf. to Festi hf., should it take place, shall have a pre-emptive right to the shares as payment. The authorisation shall only be executed in connection with Festi’s purchase of the shares of other shareholders in Íslensk Orkumiðlun. The Board shall decide on the value of the shares in accordance with the recorded share price on trading venues at the time of issuance. This authorisation is valid for six months from the Annual General Meeting 23 March 2020.”
9. The following Amendments to the Articles of Association were adopted:
Article 3:
„The company’s purpose is the ownership and operation of companies leading in the respective markets, inter alia sale of fuel and groceries, sale, ownership and operation of real estate, purchase, sale and ownership of securities, as well as credit operations related to the operation of the company and other related operations.”
Article 17 Paragraph 4:
„A Nomination Committee for the company is established in accordance with its Rules of Procedure approved by a shareholders’ meeting. The Nomination Committee shal in operate according to the Rules of Procedure approved by the shareholder’s meeting. The work of the Nomination Committee does not affect the rights and obligations related to procedures on candidacy for the Board of Directors or the procedure on the treatment of candidacies pursuant to other paragraphs of Article 17.“
10. A proposal concerning a decision by the annual general meeting to stipulate the closing of Krónan’s outlets on traders’ bank holiday was reverted to the Board of Directors for further consideration.
An election of members of the Board of Directors was conducted. The candidates were: Guðjón Reynisson, Guðmundur Páll Gíslason, Jón Gunnar Borgþórsson, Kristín Guðmundsdóttir, Margrét Guðmundsdóttir, Már Wolfgang Mixa, Þórey G. Guðmundsdóttir and Þórður Már Jóhannesson.
Margrét Guðmundsdóttir, Kristín Guðmundsdóttir, Guðjón Reynisson, Þórey G. Guðmundsdóttir and Þórður Már Jóhannesson were elected as members of the Board. Other candidates did not attend the meeting to present themselves to the shareholders. Þórður Már Jóhannesson was selected to be the Chairman of the Board and Guðjón Reynisson Vice-Chairman. Þórður Már Jóhannesson has furthermore been selected by the Board to serve on the Nomination Committee.
For further information contact Eggert Þór Kristófersson, CEO of Festi at eggert@festi.is.
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