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.