Skeljungur hf. held its Annual General Meeting today, Thursday March 10, 2022 at Reykjavík Edition, Austurbakka 2, 101 Reykjavík at 16:00. Chairman of the Board Jón Ásgeir Jóhannesson addressed the meeting on behalf of the Board, and CEO Ólafur Þór Jóhannesson presented Skeljungur's financial results and went over the highlights of the operations in 2021.
All proposals that were put forward in the meeting can be found on the company's website:
Shareholder meetings 2022 | Skeljungur
The Company´s annual report can be found on the company's website:
https://en.skeljungur.is/financialstatements-2021
- Annual accounts for 2021
The meeting approved the Financial Statements for 2021.
- Allocation of profits 2021
The meeting approved a dividend payment in the amount of ISK 0.2583 per outstanding share, or ISK 500 million, which corresponds to 7,21% of the earnings of 2021. The entitlement of shareholders to dividend payments will be based on the Company’s share register on 14 March 2022 (record date). The ex-date, i.e., the date on which trading begins with shares in the Company without entitlement to dividends for the financial year of 2021, will be set as 11 March 2022, the next trading day following the annual general meeting. It is proposed that dividends should be paid on 13 April 2022 (payment date).
- Proposal on an amended remuneration policy and stock option plan
The meeting approved the amended remuneration policy and the establishment of a stock option plan for key employees.
Amended remuneration policy and the stock option plan can be found on the company’s webpage: Shareholder meetings 2022 | Skeljungur
- Proposal to amend the Articles of Association of the Company to authorise an increase in share capital to cover the stock option plan
The meeting approved to update Paragraph 3 of Article 4 of the Company’s Articles of Association with regards to nominal value and term of effect regarding the stock option plan. The Paragraph shall be worded as follows:
“The Board of Directors of the Company is authorised to increase the share capital of the Company by up to 96,801,689 ISK in nominal value, up to a maximum of 5% of the nominal value of the Company’s share capital, in order to meet obligations to Skeljungur employees grounded in stock options and purchase and/or subscription agreements in accordance with Skeljungur’s remuneration policy. The shareholders waive their pre-emptive rights to added shares pursuant to this authorisation. The new shares shall carry rights in the Company from the date of registration of the increase in share capital and they shall be subject to the Articles of Association of the Company. There are no restrictions on trading in the new shares, and the new shares shall be in the same class and confer the same rights as other shares in the Company. Redemption obligations are subject to the second paragraph of Article 10 of these Articles of Association. The authorisation shall lapse on 10 March 2027 to the extent that it has not then been exercised.”
- Proposal on repurchase of shares in the Company
The meeting approved to grant authorization to purchase shares in the Company, with the condition that the Company and its subsidiaries shall only hold a maximum of 10% of the Company´s shares. The following annex will be added to the Articles of Association:
“The Annual General Meeting' meeting of Skeljungur hf. held on 10 March 2022 authorises the Board of Directors of the Company, subject to compliance with other conditions of law, to purchase, once or on more occasions, shares in the Company, on the condition that the Company, together with its other subsidiaries, shall only hold a maximum of 10% of the Company’s shares. This authorisation shall be used for the purpose of setting up a formal repurchase programme or to extend to shareholders an invitation to sell to the Company shares in itself, for instance by means of an offer to shareholders, with the stipulation that there is no discrimination among shareholders as regards the invitation to participate in such transactions. In repurchasing, the highest permitted consideration for each share shall not exceed the price in engt ho recent arm’s length trade or the highest existing arm’s engt hoffer to buy in business systems where trading in the shares is conducted, whichever is higher. Trading in the Company’s own shares shall be announced in compliance with law and regulations. Other, earlier, authorisations to acquire own shares shall lapse on the approval of this authorisation.“
- Remuneration of Board Members, Sub-Committees and the Accountant
The meeting approved of the proposed amendments to the employment terms of Board and committee members:
- Chairman of the Board of Directors: 735,000 ISK pr. month
- Vice-Chairman of the Board of Directors: 535,000 ISK pr. month
- Board Members: 370,000 ISK pr. month
- Chairman of the Audit Committee: 120,000 ISK pr. month
- Audit Committee members 70,000 ISK pr. month
- Chairman of the Remuneration Committee: 70,000 ISK pr. month
- Remuneration Committee members: 40,000 ISK pr. month
- Chairman of the Nomination Committee: 27,000 ISK pr. hour as a contractor
- Nomination Committee Members: 27,000 ISK pr. hour as a contractor
- Board member of the Nomination Committee: 70,000 ISK
- Auditors: according to invoices
- Proposal to change the Company’s name
The meeting approved to change the name of the Company to Skel fjárfestingafélag hf. and to amend the Articles of Associations accordingly.
- Proposal to amend the Articles of Association of the Company to authorise the Board of Directors to increase share capital
The meeting approved to authorise the Board of Directors to increase the share capital of the Company up to 200,000,000 nominal value, in one or more stages, and that the shareholders waived their priority rights. New Paragraph 4 of Article 4 shall be worded as follows:
"The Board of Directors of the Company is authorised to decide on an increase in the share capital of the Company by up to ISK 200,000,000 in nominal value with the issue of new shares, in one or more stages. The authorisation of the Board under this provision is effective until 9 March 2023. The shareholders of the Company shall not have pre-emptive rights to subscribe to the new shares issued on the basis of the above authorisation, see Section 34.3 of the Act on Limited liability companies No. 2/1995 and the second paragraph of Article 4 of these Articles of Association. The Board of Directors of the Company shall decide the offering price of the new shares and the rules governing the purchase of shares at each time, subscription deadlines and due dates for payment. The increase may be effected in part or in full without payment in cash. The Board of Directors of the Company is authorised to make the necessary amendments to the Articles of Association of the Company in connection with the issue of the new shares.”
- Election to the Board of Directors
Following individuals were elected at the meeting to serve on the Board of Directors of the Company until next Annual General Meeting:
- Guðbjörg Heiða Guðmundsdóttir
- Jón Ásgeir Jóhannesson
- Nanna Björk Ásgrímsdóttir
- Sigurður Kristinn Egilsson
- Þórarinn Arnar Sævarsson
- Election of the Nomination Committee
Following individuals were elected at the meeting to serve on the Nomination Committee:
- Katrín S. Óladóttir
- Sigurður Kári Árnason
- Election of auditors
The meeting approved to re-elect KPMG ehf. as the Company's auditing firm for the year 2022.
- Sale of specified real estates to Kaldalón hf.
The meeting approved to sell the real estates Bústaðavegur 20, 108 Reykjavík, Brúartorg 6, 310 Borgarnes, Dalvegur 20, 201, Kópavogi, Fiskislód 29, 101 Reykjavík, Fitjar, 260 Reykjanesbæ, Grjótháls 8, 110 Reykjavík, Gylfaflöt 1, 112 Reykjavík, Hagasmári 9, 201 Kópavogur, Miklabraut 100, 105 Reykjavík, Miklabraut 101, 105 Reykjavík, Óseyrarbraut 2, 220 Hafnarfjördur, Skagabraut 43, 300 Akranes og Suðurfell 4, 111 Reykjavík to Kaldalón hf. according to the terms submitted to the meeting.
- Other matters
No other matters were lawfully brought up at the meeting. Meeting dismissed at 17:31.
Other relevant documents from the Annual General Meeting are available on Shareholder meetings 2022 | Skeljungur
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Following the Annual General Meeting the Board of Directors met and decided on allocation of responsibilities.
Jón Ásgeir Jóhannesson was elected as Chairman of the Board and Sigurður Kristinn Egilsson was elected as Vice Chairman. Sigrún Guðmundsdóttir, Guðbjörg Heiða Guðmundsdóttir and Þórarinn Arnar Sævarsson took place in the Audit Committee.
In the Remuneration Committee Jón Ásgeir Jóhannesson, Sigurður Kristinn Egilsson and Nanna Björk Ásgrímsdóttir were appointed. Then Þórarinn Arnar Sævarsson was nominated as a member of the Board of Directors to take place in the Nomination Committee
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