Icelandair Group hf.: Shareholders’ Meeting on 23 July 2021 – Final Agenda and Proposals

Reykjavík, ICELAND


Icelandair Group  will hold a shareholders´ meeting on 23 July at 4:00 PM
Electronic Meeting - Live stream from Hilton Reykjavik Nordica

Icelandair Group‘s Shareholders‘ Meeting on 23 July 2021 will be held electronically, cf. Article 4.6 of the Company‘s Articles of Association. Shareholders who intend to participate electronically in the meeting shall notify the Company with 3 days’ notice thereof and submit written questions regarding the agenda or documents to be presented at the meeting which they require answers to, cf. Article 4.4 of the Company‘s Articles of Association. Registration at the meeting takes place at [www.icelandairgroup.is/agm]. Registered participants will receive information via e-mail prior to the meeting on how to participate and cast their votes together with a link to a live stream of the meeting. The meeting will be live streamed from Hilton Reykjavik Nordica and will be open for physical attendance. Voting and other discussions will be electronic only.

Agenda:

  1. A proposal to increase the Company’s share capital in relation to a subscription agreement made with Blue Issuer Designated Activity Company.
  2. A proposal to issue Warrants in relation to a subscription agreement made with Blue Issuer Designated Activity Company.
  3. Election of Board Member subject to approval of items 1 – 2.

Proposals:

  1. A proposal to increase the Company’s share capital in relation to a subscription agreement made with Blue Issuer Designated Activity Company and affiliates

The Board of Directors of Icelandair Group hf. submits the following proposal, to increase the share capital of Icelandair Group by issuing new shares.

The proposal is as stated below:

“The shareholders‘ meeting of Icelandair Group hf. held on 23 July 2021, resolves to increase the Company‘s share capital of ISK 5,659,094,470, from ISK 28,437,660,653 to ISK 34,096,755,123, nominal value, by issuing new shares. According to an agreement to subscribe for shares dated 23 June 2021 Blue Issuer Designated Activity Company has subject to the provisions of the agreement, which include passing of the proposals submitted at this shareholders‘ meeting, agreed and accepted to subscribe for 5,659,094,470 shares in the Company at the price ISK 1.43 per share, which corresponds in total to ISK 8,092,505,092. The new shares will be of the same share class as other outstanding shares in the Company. The Shareholders waive their pre-emptive rights to the new shares. The new shares shall provide the associated right to the Company from the date of registration.”

Statement:  
According to the agreement to subscribe for share between the Company and Blue Issuer Designated Activity Company is subject to the condition of the increase of share capital in the Company of the amount of ISK 5,659,094,470, nominal value. If this condition is not fulfilled the agreement does not become binding and effective.

  1. A proposal to issue Warrants in relation to a subscription agreement made with Blue Issuer Designated Activity Company.

The board of directors of Icelandair Group hf. submits the following proposal, to issue warrants.

“The Company’s Board of Directors is authorized to issue warrants to Blue Issuer Designated Activity Company corresponding to up to ISK 1,414,773,617 in nominal terms. Subscription rights under the warrants may be exercised all at once following publishing of the Company‘s Q2 2022 interim financial accounts for a period of ten (10) days. Each warrant allow for subscription of one new share in the Company at the price 1.43 per share plus 15% annual interest calculated according to 30/360-day convention from the issuance date of the warrant until the date falling ten (10) days after the publishing of the Company‘s Q2 2022 interim financial accounts. The board of directors is furthermore authorized until 30 September 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.”

Statement:  
According to the agreement to subscribe for share between the Company and Blue Issuer Designated Activity Company is subject to the condition of issuance of the warrants and authorization to the board of directors to increase the share capital upon exercise of the warrants. If this condition is not fulfilled the agreement does not become binding and effective. For the avoidance of doubt, the issuance of warrants to Blue Issuer Designated Activity Company would not affect the warrants which were issued subsequent to the Company’s share offering in September 2020 and such warrants will remain fully valid.

  1. Election of a Board Member.

The board of directors of Icelandair Group hf. submits the following proposal, subject to approval of items 1 and 2 on the agenda:

“The Board proposes that Mr. Matthew Evans will replace Mr. Úlfar Steindórsson as a member of the Board of Directors effective immediately for the remainder of the board’s term.”

Statement:  
According to the agreement to subscribe for share between the Company and Blue Issuer Designated Activity Company is subject to the condition of one board member being nominated by Blue Issuer Designated Activity Company. In light of this condition the Chairman of the Board of Directors, Mr. Úlfar Steindórsson, has announced to the board that provided that he will resign as board member provided that items 1-2 on the agenda of this shareholders’ meeting are passed.

Blue Issuer Designated Activity Company has nominated Mr. Matthew Evans as Board Member.
According to the agreement to subscribe for share between the Company and Blue Issuer Designated Activity Company is subject to the condition of election of Blue Issuer Designated Activity Company to the Company’s board of directors. If this condition is not fulfilled the agreement does not become binding and effective.

Matthew Evans joined Bain Capital Credit in 2009. He is a Managing Director in the Industry Research team based in Bain Capital Credit’s New York office, where he oversees investments in the Aviation, Aerospace & Defense, and Industrials sectors. Mr. Evans sits on a number of portfolio company boards and has also led the development of several external partnerships and joint ventures within the aviation sector. Mr. Evans received a B.A. Phi Beta Kappa, summa cum laude from Yale University. He neither holds shares nor share options in the Company. He currently has no interest links with the Company’s main customers, competitors or major shareholders.

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

Attachment



Attachments

Letter from the Nomination Committee