Icelandair Group hf. - Notice to convene extr.general meeting

Annual General Meeting 2015

ICELANDAIR GROUP HF. - ANNUAL GENERAL MEETING 11 MARCH 2015

Hilton Reykjavik Nordica at 4.30 pm

 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
  8. Authorization to purchase treasury shares
  9. 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 2014 will be approved. 

  1. Dividends payments (Item 2)

The Board of Directors proposes to the Annual General Meeting that dividend
payments in the amount of ISK 2.500 million will be made in ISK to the
shareholders, which is ISK 0.50 per share. The record date will be 13 March
2015. Only shareholders registered in the shareholders' registry at closing on
the record date are entitled to receive dividend payments. The ex-date, i.e.
when trading exclusive of dividends begins, will be 12 March 2015, which is the
trading day following the AGM. Payment date of the dividend will be 9 April
2015. 

  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 last year: Each
Board Member will receive ISK 275,000 per month, the Chairman will receive ISK
550,000 per month, the Deputy Chairman will receive 412,500 per month,
Sub-Committee Members will receive ISK 100,000, the Chairman of the Audit
Committee will receive ISK 225.000 per month and the Chairman of the
Compensation Committee will receive 125,000 per month. 

  1. Remuneration Policy (Item 4)

The Board of Directors proposes to the Annual General Meeting that the
following Remuneration Policy, which has not been changed from last year, will
be approved. 

  1. Auditors (Item 6)

The Board of Directors proposes to the Annual General Meeting that KPMG hf.
will be the company's auditors and that Alexander Edvardsson and Audur Osk
Thorisdottir will audit the company on behalf of KPMG. 

  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: 

The sentence “and 1 person for as reserve directors” in Article 5.1 shall be
removed and Article 6.6 shall be removed. 

  1. Purchase of treasury shares (Item 8)

The Board of Directors proposes to the Annual General Meeting that the company
will be authorized to purchase up to 10% treasury shares, with reference to
Article 55 in Act No. 2/1995, within the next five years. The last spot market
rate at the end of the day before the acquisition shall be used as reference or
what is stipulated in the Act on Public Limited Companies.

Attachments:

RemunerationPolicy.pdf