Kópavogur 22 March 2021
The Annual General Meeting (AGM) of Festi hf. was held on Monday 22 March 2021 at 10:00 at the company’s headquarters at Dalvegur 10-14 in Kópavogur. The meeting elected a new Board of Directors and the following proposals were approved.
The meeting approved the Financial Statements for 2020.
A decision was made regarding the payment of dividends for the 2020 operations as follows:
The Board proposed that dividends amounting to ISK 970,500,000 be paid to shareholders for the financial results of the year 2020 or ISK 3.0 for each króna of the nominal share price in the company. The dividends will be paid to shareholders on 8 April 2021. The final transaction date where dividends are attached to the shares is 19 March 2021 and the ex-date, therefore, 22 March 2021. The record date is 23 March 2021. This means that dividends will be paid to those registered in the Festi share register at the Icelandic Securities Depository at the close of 23 March 2021.
The proposal of the Board that Sigrún Ragna Ólafsdóttir and Tryggvi Pálsson be appointed to the Nomination Committee was approved.
Deloitte were elected as the company’s auditing firm for the year 2021.
A decision on remuneration to the Board of Directors, the Board sub-committees and the Nomination Committee was adopted and is as follows:
The Chairman of the Board receives ISK 780,000 per month.
The Deputy Chairman of the Board receives ISK 585,000 per month.
Other Board members receive ISK 390,000 per month.
The members of the Remuneration Committee receive ISK 60,000 per month and the Chairman of the Remuneration Committee receives ISK 115,000 per month.
Members of the Audit Committee receive ISK 95,000 per month and the Chairman of the Audit Committee receives ISK 170,000 per month.
The Chairman of the Investment Committee receives ISK 160,000 per month.
The Chairman of the Nomination Committee receives ISK 135,000 per month and Committee members ISK 115,000 per month. Festi representative in the Nomination Committee receives ISK 77,000 per month.
6. The Board’s proposals with regards to changes to the Company’s remuneration policy were approved.
Article 2 of the remuneration policy is now as follows:
“The company’s Board is to appoint three persons to the Remuneration Committee, all of whom are to be independent of the company. Neither the CEO of the company nor any other employee of the company may serve on the Committee. The selection of Committee members shall be guided by their experience and knowledge of criteria and customs employed in determining remunerations to Board members and senior management. The Board is to establish rules of procedure for the Remuneration Committee that are based on this remuneration policy.”
7. The Board’s proposal for authorisation to purchase its own shares was approved and is now as follows:
“The Festi hf. AGM held on 22 March 2021 agrees to provide the Board with authorisation, on the basis of Article 55 of the Act on Public Limited companies No. 2/1995, to purchase on behalf of the company, up to 10% of its own shares. This authorisation shall be utilised to establish a formal repurchase programme or make shareholders a general offer of the Company’s purchase of its own shares, e.g. with a tender offer, provided that shareholders have equal opportunity to participate in such transactions.
On repurchase, the price for shares purchased shall not be higher than in the latest independent trade or the highest independent bid in those trading systems where trading in the shares takes place, whichever is higher. The Company’s transactions with its own shares shall be notified in accordance with laws and regulations. This authorisation remains in effect to the company’s 2022 AGM. Earlier authorisations for the purchase of own shares are cancelled on the approval of this authorisation.”
8. The following proposal was approved:
„The Festi hf. AGM, held 22 March 2021, approves the share capital decrease from ISK 332,699,999 nominal value to ISK 323,500,000 nominal value, solely to decrease own shares on the basis of Act No. 2/1995 on Public Limited Companies. The company’s share capital, therefore, is decreased by ISK 9,199,999 nominal value. The decrease applies only to own shares which the company has acquired through the purchase of own shares according to a repurchase schedule approved during the 2020 AGM on 23 March 2020 on the basis of Article 55 of Act No. 2/1995 on Public Limited Companies.“In the event that the proposal is approved by the AGM the amount of share capital in the Articles of Association of the company will be amended accordingly. This means that Article 4.1 in the Articles of Association will state: “The share capital of the company is ISK 323,500,000, - three hundred twenty three million and five hundred thousand.”
9. A proposal for an amendment to Article 3(e and f) of rules of procedure of the Nomination Committees was approved.
e. Request the suggestions of shareholders for candidates for Board membership as well as their, and that of others, willingness to stand for election. The Committee shall, no later than 10 weeks before the AGM advertise for nominations and candidates for the Board of Directors. Notification of Board elections must be issued to the stock exchange and advertisements placed in newspapers.
f. Evaluate nominations and candidatures for the Board that are submitted within the deadline stated by the Committee in the notification, c.f. Item e of this Article. The Nomination Committee may, on its own initiative, seek new candidates for Board membership after the deadline has passed, provided it is of the opinion that circumstances are of such a nature that it is necessary to bolster the variety of candidates. Nominations and candidatures for the Board that are submitted after the advertised deadline shall be directed to the Board of the Company and its members will assess their validity and ensure that they are announced no later than two days before the shareholders’ meeting. The Committee shall ensure confidentiality regarding all nominations and candidatures submitted to it and provide candidates that the Committee has assessed and who are not included in the Committee’s proposals the opportunity to withdraw their candidatures once the Committee has made its decision. In the event that a candidate will not withdraw, the Committee shall submit the application to the Board of Directors of the company.”
In addition, an election to the Board was held during the AGM. The candidates were Guðjón Reynisson, Kristín Guðmundsdóttir, Margrét Guðmundsdóttir, Már Wolfgang Mixa, Þórey G. Guðmundsdóttir and Þórður Már Jóhannesson.
Elected to the Board were Guðjón Reynisson, Kristín Guðmundsdóttir, Margrét Guðmundsdóttir, Þórey G. Guðmundsdóttir and Þórður Már Jóhannesson. As a result, they will be members of the Board of Directors of Festi hf. to the next AGM. The Board has allocated tasks among its members and Þórður Már Jóhannesson is Chairman and Guðjón Reynisson Deputy Chairman. In addition, Þórður Már Jóhannesson is the Board’s representative in the Nomination Committee.
Updated Articles of Association and Remuneration Policy of Festi are attached.