Final Agenda and Proposals – Annual General Meeting 12 March 2021

AGENDA

1. The Board of Director‘s report on Icelandair Group‘s operations in 2020
2. Confirmation of Annual Accounts and decision on the handling of profit or loss for the financial year
3. Decision on payments to Board Members
4. Proposal of the Board of Directors regarding the Remuneration Policy
5. Report and proposal from the Nomination Committee regarding Board Membership
6. Election of Board Members
7. Election of Auditors
8. Election of two members of the Nomination Committee
9. Authorization to purchase Treasury Shares
10. Other lawfully submitted matters

PROPOSALS

1. Annual Accounts (Item 2)

The Board of Directors proposes to the Annual General Meeting that the Annual Accounts of the
Company for 2020 will be approved.

2. Dividends payments (Item 2)

The Board of Directors proposes to the Annual General Meeting that no dividends will be paid for the 2020 financial year.

3. 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 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.

4. Remuneration Policy (Item 4)

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

5. Nomination committee (item 5)

Icelandair Group’s Nomination Committee proposes that the following candidates, listed in alphabetical order, will be elected to the Board of Directors of Icelandair Group hf. on the Company’s Annual General Meeting:

• Guðmundur Hafsteinsson
• John F. Thomas
• Nina Jonsson
• Svafa Grönfeldt
• Úlfar Steindórsson

6. Auditors (Item 7)

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

7. Authorization to purchase Treasury Shares  (Item 9)

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.

Shareholders who intend to participate electronically in the meeting shall register at least 5 days before the meeting (No later than 4 pm on 7 March 2021).  Registration takes place at www.icelandairgroup.is/agm

For further information:

Ari Guðjónsson, General Counsel

Email: [email protected] or Tel: +354 661-2188

Attachments

• nomination-committee-report-2021
• remuneration-policy-2021

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