ICELANDAIR GROUP HF. – ANNUAL GENERAL MEETING 12 MARCH 2021

Electronic Meeting - Live stream from Hilton Reykjavik Nordica - 4.00 pm

Due to the COVID-19 pandemic and restrictions on public gatherings the Board of Directors has decided that Icelandair Group‘s Annual General Meeting on 12 March 2021 will be held electronically, cf. Article 4.6 of the Company‘s Articles of Association. Shareholders who intend to participate electronically in the meeting shall notify the Company with 5 days notice thereof (No later than at 4 pm on 7 March 2021) and submit written questions regarding the agenda or documents to be presented at the meeting which they require answers to, cf. Article 4.4 of the Company‘s Articles of Association. Registration at the meeting takes place at www.icelandairgroup.is/agm. Registered participants will receive information via e-mail prior to the meeting on how to participate and cast their votes together with a link to a live stream of the meeting. The meeting will be live streamed from Hilton Reykjavik Nordica and is open for physical attendance subject to restrictions on public gatherings and prior registration. Voting and other discussions will be electronic only.

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.

1. 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.

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 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.

1. 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.

1. 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

1. Auditors (Item 7)

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

1. 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.

All the current board members have confirmed that they intend to seek renewed mandate as board members from shareholders at the meeting. Those who intend to run for the Board of Directors or the Nomination Committee shall notify the Board of Directors of their candidacy at least 7 days before the meeting (No later than at 4 pm on 5 March 2021). A request for proportional or cumulative voting shall be presented to the Board of Directors at least 5 days before the meeting (No later than at 4 pm on 7 March 2021).

Shareholders have the right to put items on the agenda of the Annual General Meeting and submit proposed resolutions, provided a request thereof has been received by the Company no later than 10 days prior to the meeting via email to compliance@icelandairgroup.is. The final agenda and proposals will be published on Friday 26 February 2021. If shareholders have requested to put items on the agenda or submitted proposed resolutions at any time between 26 February and 02 March 2021, the final agenda and proposals will be updated on the Company’s website no later than three days prior to the Annual General Meeting.

For further information:

Ari Guðjónsson, General Counsel
Email: ari@icelandairgroup.is or Tel: +354 661-2188

Attachments

• nomination-committee-report-2021

• remuneration-policy-2021