Icelandair Group hf.: Shareholders’ Meeting on 9 September 2020 – Final Agenda and Proposals

| Source: Icelandair Group hf. Icelandair Group hf.

Icelandair Group will hold a shareholders´ meeting on 9 September 2020 at 4 PM at Hilton Reykjavik Nordica.

Agenda:

  1. A proposal to grant the board authorization to increase the Company’s share capital
  2. A proposal to grant the board authorization to issue warrants

Proposals:

  1. A proposal to grant the board authorization to increase the Company’s share capital

The proposal will renew the board of directors’ authorization to increase the Company’s share capital which was granted on a shareholder’s meeting held on 22 May 2020 and expired on 1 September 2020. This authorization, as the previous authorization, is intended for issue of new shares in a public offering with the aim of strengthening the Company’s balance sheet as a part of the Company’s actions in response to the COVID-19 pandemic.

The proposal is as stated below:

“The Company’s board of directors is authorized to increase the company’s share capital by up to ISK 23,000,000,000 in nominal terms (ISK twenty-three billion), by issuing shares in relation to a public share offering for a minimum of ISK 20,000,000,000 (ISK twenty billion). The shareholders waive their pre-emptive rights to the new shares. The share price shall be ISK 1.0 per share and further terms, in accordance with the decision of the board of directors, will be included in a prospectus published in advance of the public share offering. Subscriptions shall take place in accordance with the Company‘s Articles of Association and Chapter V of Act No 2/1995 respecting Public Limited Companies. The new shares will be of the same share class as other outstanding shares in the Company. The new shares shall provide the associated rights to the Company from the date of registration. This authorization of the board of directors shall be valid until 15 October 2020, to the extent which it has not been utilized.”

  1. A proposal to grant the board authorization to issue warrants

The proposal will grant the board of directors’ authorization to issue warrants (IS: áskriftarréttindi) relating to subscriptions in the upcoming public offering.

The proposal is as stated below:

“The Company’s board of directors is authorized to issue warrants which investors will receive along with the new shares issued following the public share offering amounting to 25% of the nominal value of the total new share issued corresponding to up to ISK 5,750,000,000 in nominal terms (ISK five billion seven hundred and fifty million). Subscription rights under the warrants may be exercised all at once or in separate steps for up to two years in accordance with terms decided upon by the board of directors. The exercise price per share will be the same as the share price in the public offering with an addition of 15% annual interest. This authorization of the board of directors shall be valid until 15 October 2020, to the extent which it has not been utilized. The board of directors is furthermore authorized until 30 November 2022 to increase the Company’s share capital in relation to exercise of the warrants. The shareholders waive their pre-emptive rights to the warrants and shares issued in relation to their exercise.”

The registration of attendees, delivery of voting slips and delivery of meeting documents will be at the shareholders´ meeting location from 3:30 PM at the meeting date.


Further information:
Ari Guðjónsson, General Counsel. E-mail: ari@icelandairgroup.is