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

AGM March 10 2016

ICELANDAIR GROUP HF. – ANNUAL GENERAL MEETING 10 MARCH 2016

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 2015 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 3,500 million will be made in ISK to the
shareholders, which is ISK 0.70 per share. The record date will be 14 March
2016. 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 11 March 2016, which is the
trading day following the AGM. Payment date of the dividend will be 7 April
2016. 

  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: Each Board Member will
receive ISK 300,000 per month, the Chairman will receive ISK 600,000 per month,
the Deputy Chairman will receive 450,000 per month, Sub-Committee Members will
receive ISK 110,000, the Chairman of the Audit Committee will receive ISK
250,000 per month and the Chairman of the Compensation Committee will receive
140,000 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 to the Articles of Association of the Company
effective immediately: 

The words “only in order to establish a market making agreement regarding
shares in the Company or to establish a buy-back programme” will be added to
sentence 3, Article 11.1.  It is also proposed that Article 15 (Special
Provisions on Increase of Share Capital) shall be removed. 

  1. Purchase of treasury shares (Item 8)

The Board of Directors of Icelandair Group proposes 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.  Such purchases are however authorized if they are executed
by a market maker in accordance with Article 116 of the Act on Securities
Trading or in accordance with Item 1, Paragraph 3, Article 115, and Paragraph
2, Article 119 of the Act on Securites Transactions and regulations implemented
on the basis of Articles 118 and 131 of the same Act.

Attachments:

RemunerationPolicy.pdf