Icelandair: Results of the Annual General Meeting

Icelandair Group's Annual General Meeting was held today at 4pm and the results were as follows:

1. Annual Accounts (Item 2)

The Board of Directors proposed to the Annual General Meeting that the Annual Accounts of the
Company for 2022 will be approved.

The proposal was  approved.

2. Dividends payments (Item 2)

The Board of Directors proposed to the Annual General Meeting that no dividends will be paid for the 2022 financial year.

The proposal was  approved.

3. Remuneration to Board Members (Item 3)

The Board of Directors proposed to the Annual General Meeting that remuneration to Board Members and Sub-Committee Members shall be as follows: Each Board Member will receive ISK 380,000 per month, the Chairman will receive ISK 760,000 per month, the Deputy Chairman will receive ISK 570,000 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 other sub-committees 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.

The proposal was  approved.

4. Remuneration Policy (Item 4)

The Board of Directors proposed to the Annual General Meeting that the current Remuneration Policy will be accepted without any changes.

The proposal was  approved.

5. Election of Board members

The following five individuals were elected as board members without a ballot at the meeting. 

1. Guðmundur Hafsteinsson
2. John F. Thomas
3. Matthew Evans
4. Nina Jonsson
5. Svafa Grönfeldt

The Board of Directors has held a meeting where Guðmundur Hafsteinsson was elected as the Chairman of the Board and Nina Jonsson as the Vice-Chairman of the Board. 

6. Auditors (Item 8)

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

The proposal was  approved.

7. Changes to the Articles of Association (item 9)

The Board of Directors proposed the following changes to the Company’s Articles of Association:

1. Articles 2.6 and 2.7 will be removed and replaced with the following:

"2.6       The Company’s shares are electronically registered in a securities depository as provided for by Act No. 7/2020, on Securities Depositories, Settlement and Electronic Registration of Title to Financial Instruments.

2.7        A statement from the securities depository concerning title to shares in the Company constitutes a valid share register and a valid proof of title to shares in the Company. Any notices to the shareholders and allocation of rights, such as dividends, shall be addressed or allotted to the party recorded in the Company’s register of shares as the owner of the respective shares”

These changes are proposed to align the articles with the Icelandic Act no 7/2020 on Securities Depositories, Settlement and Electronic Registration of Title to Financial Instruments.

2. Articles 4.6 and 4.7 will be changed as follows:

"4.6       The Board of Directors may decide that a shareholders’ meetings will be held by electronic means, either in full or in part.

4.7        If the Board of Directors feels that the meeting can be held, either in full or in part, electronically with suitable equipment and thereby allowing shareholders to participate electronically, the invitation to the meeting shall clearly give information regarding the technical equipment and information on how shareholders notify the Company of their electronic participation and where they can receive information, instructions and a password for participation. An inserted password into a computer system is deemed to be equal to the shareholder’s signature and is viewed as valid participation in the shareholders’ meeting.”

As a result of these changes shareholders’ meetings could be held as partly electronic but not necessarily fully electronic as currently stated in the Articles of Association.

3. The following item will be added to article 4.13 as a matter that shall be addressed at annual general meetings:

"6.         Election of two members of the Nomination Committee in accordance with the provisions of Clause 4.29.”

The change is proposed to update article 4.13 in accordance with the provisions of article 4.29.

4. Article 4.17 will be changed as follows:

"4.17     Shareholders’ meetings shall be called for with a minimum of three weeks’ notice and no more than six weeks’ notice.”

These changes are proposed to align the articles with recent changes to the Icelandic Companies Act no 2/1995.

5. Articles 15.2 and 15.3 will be removed since these special provisions on increase of share capital have elapsed.

All proposed changes to the Articles were approved.

8. Authorization to purchase Treasury Shares  (Item 10)

The Board of Directors of Icelandair Group proposed 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. 

The proposal was  approved.

The Company's Annuel Report is available at the following link: https://annualreport2022.icelandairgroup.is/

Further information:

Investors: Íris Hulda Þórisdóttir, Director Investor Relations, iris@icelandairgroup.is
Media: Ásdís Ýr Pétursdóttir, Director Communications, asdis@icelandair.is

Attachment

• Icelandair Group hf - Minutes from the AGM - 09.03.2023