Source: Icelandair Group hf.

Annual General Meeting 08 March 2019

ICELANDAIR GROUP HF. – ANNUAL GENERAL MEETING 08 MARCH 2019
Hilton Reykjavik Nordica at 4.00 pm

Draft Agenda

 

  1. The Board of Director’s report on the Company’s operations in the past year shall be presented
  2. Confirmation of annual accounts and decision on the handling of profit or loss of the financial year
  3. Decision on payments to board members
  4. Proposals of the Board of Directors regarding the remuneration policy
  5. Election of the Board of Directors
  6. Election of auditor
  7. Proposed changes to the Articles of Association
    1. Proposal to reduce share capital- cancellation of own shares which causes changes in Art.2 in the Company’s Articles of Association.
    2. Proposal to establish a nomination committee where the shareholders meeting elects two members and the Board of Directors nominates one member.
  8. Election of two members of the Nomination committee
  9. Authorization to purchase treasury shares
  10. Any other lawfully submitted business

Proposals

 

  1. Annual Accounts (Item 2)

The Board of Directors proposes to the Annual General Meeting that the Annual Accounts of the
Company for 2019 will be approved.

  1. Dividends payments (Item 2)

The Board of Directors proposes to the Annual General Meeting that no dividends will be paid for 2018 financial year.

  1. Remuneration to Board Members (Item 3)

The Board of Directors proposes to the Annual General Meeting that remuneration to Board Members and Sub-Committee Members shall be the same as they were last year: Each Board Member will receive ISK 330,000 per month, the Chairman will receive ISK 660,000 per month, the Deputy Chairman will receive ISK 495,000 per month, Sub-Committee Members will receive ISK 120,000, the Chairman of the Audit Committee will receive ISK 275,000 per month and the Chairman of the Compensation Committee will receive ISK 150,000 per month.  The Board of Directors will decide on compensation for the members nominated by shareholders in the nomination committee.  Compensation will be paid on hourly basis.

 

  1. Remuneration Policy (Item 4)

The Board of Directors proposes to the Annual General Meeting that the following sentence will be added to Article 6 of the Remuneration Policy “The Bonus cannot be higher than 25% of the employee’s annual salary” In addition the word “Annual General Meeting” in Paragraph 3 in Article 7 will be changed to “Shareholders’ Meeting”.  Otherwise the Remuneration Policy will be unaltered.

  1. Auditors (Item 6)

The Board of Directors proposes to the Annual General Meeting that KPMG hf. will be the Company’s auditors.

  1. Proposed changes to the Articles of Association (Item 7)

The Board of Directors proposes to the Annual General Meeting that the following changes will be made immediately to the Articles of Association of the Company:

Proposal to reduce share capital due to the purchase of own shares according to buy-back programme

    1. Proposal to reduce share capital by ISK 187,339,347 (item 7a.) of nominal value and that own shares in the same amount will be cancelled.  If the proposal is accepted the Art.2 of the Company’s Articles of Association changes and the total number of shares in the Company wil be reduced from ISK 5,000,000,000 of nominal value to ISK 4,812,660,653.  
    2. Proposal to establish a nomination committee (item 7b.) where the shareholders meeting elects two members and the Board of Directors nominates one member:

The two following articles will be added to the Articles of Association:

“4.28 Nomination Committee

The Company shall operate a nomination committee which has the role to be advisory in the selection of members of the Board of Directors and it will bring its proposals for the AGM or other Shareholders’ meetings where election to the Board of Directors is on the agenda.

The nomination committee shall put forward its rationalised opinion concurrently to the notification of the AGM or as soon as possible in conjunction with other shareholder meetings.  The committee’s opinion shall be made available to shareholders in the same way as other proposals to be submitted to the meeting.  The committee operates according to rules of procedures which are set by the committee itself and approved by the Board of Directors.  The nomination committee shall make changes to its rules of procedures accordingly or put them forward unaltered and have approved by the Board of Directors annually.

4.29 Appointment of the Nomination Committee

The nomination committee shall consist of three members.  The Shareholders’ meeting shall elect two members, one man and one woman, which are nominated by shareholders.  When the Shareholders’ Meeting has elected members, the Board of Directors will nominate one member to the committee.

All members shall be independent of the Company and its executives.  The member nominated by the  Board of Directors shall be independent of the Company’s’ largest shareholders.  The same criteria shall apply to the assessment of independence of Committee members as to the assessment of the independence of Board Members according to The Guidelines on Corporate Governance issued by the Iceland Chamber of Commerce, SA Business Iceland and Nasdaq Iceland.”

  1. Purchase of treasury shares (Item 9)

The Board of Directors of Icelandair Group proposes to the Annual General Meeting that the Company will be authorized to purchase in the next 18 months up to 10% of its own shares in accordance with Article 55 of the Icelandic Companies Act No 2/1995 in order to establish a market making agreement for issued shares in the Company or to set up a formal buy-back programme. It is not allowed to purchase such shares at a higher rate than the last spot market rate or the highest bid in the trading system of a regulated market where the shares are traded.  Such purchases are however authorized if they are executed by a market maker in accordance with Article 116 of the Act on Securities Trading or in accordance with Item 1, Paragraph 3, Article 115, and Paragraph 2, Article 119 of the Act on Securites Transactions and regulations implemented on the basis of Articles 118 and 131 of the same Act.

All of the current members of the Board of Directors, except for Asthildur Otharsdottir, intend to seek renewed mandate as board members from shareholders at the meeting.

 

For further information: 

Ari Guðjónsson, General Council
Email: ari@icelandairgroup.is or Tel: 354-66-2188

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