Icelandair Group hf.: Final Agenda and Proposals - AGM March 8 2018

ICELANDAIR GROUP HF. - ANNUAL GENERAL MEETING 08 MARCH 2018

Hilton Reykjavik Nordica at 4.00 pm

Final 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

a)       Annual Accounts (Item 2)

The Board of Directors proposes to the Annual General Meeting that the Annual
Accounts of the 
Company for 2017 will be approved.

b)       Dividends payments (Item 2)

The Board of Directors proposes to the Annual General Meeting that dividend
payments in the amount of ISK 750 million will be made in ISK to the
shareholders, which is ISK 0.15 per share. The record date will be 12 March
2018. 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 9 March 2018, which is the
trading day following the AGM. Payment date of the dividend will be 09 April
2018. 

c)       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 they were last
year: Each Board Member will receive ISK 330,000 per month, the Chairman will
receive ISK 660,000 per month, the Deputy Chairman will receive ISK 495,000 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 the
Compensation Committee will receive ISK 150,000 per month. 

d)       Remuneration Policy (Item 4)

The Board of Directors proposes to the Annual General Meeting that the
following Remuneration Policy, which is unchanged from the last Annual General
Meeting, will be approved. 

e)       Auditors (Item 6)

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

f)       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 number "5" in Article 5.2 shall be changed to the number "7".

The proposed amendment entails that those who intend to run for the Board of
Directors shall notify the Board of their candidacy at least 7 days before a
shareholder's meeting instead of 5 days. 

g)        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. 

All of the current members of the Board of Directors, except Georg Lúðvíksson,
intend to seek renewed mandate as board members from shareholders at the
meeting.

Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=665170