Conclusions of Skeljungur hf.'s shareholders' meeting, held on Thursday, 7 October 2021
A shareholders’ meeting of Skeljungur hf. (“Skeljungur” or the “Company”) was held today, Thursday 7 October 2021, in Conference Room 2 of Icelandair Hotel Reykjavik Natura, Nauthólsvegur 52, 102 Reykjavik. The meeting began at 16:00.
The motions placed before the meeting can be accessed on the Company’s website:
Motion to sell P/F Magn, Skeljungur’s subsidiary in the Faroe Islands
The shareholders’ meeting approved the sale of P/F Magn, Skeljungur’s subsidiary in the Faroe Islands.
For further information on the divestment process, reference is made to announcements of the Company, which can be accessed on Skeljungur’s website under the heading “Nasdaq News”; a total of seven announcements have been published.
Motion on additional authorisation for the Company to buy own shares by means of an offer to shareholders
The shareholders’ meeting granted to the Board of Directors authorisation to purchase own shares of the Company by means of an offer to shareholders, in addition to the current authorisation to repurchase shares under the Company’s formal repurchase programme.
The following Annex will be added to the Company’s Articles of Association:
“Authorisation of the Company to acquire own shares, approved at the shareholders’ meeting held on 7 October 2021.
The shareholders' meeting of Skeljungur hf. held on 7 October 2021 authorises the Board of Directors of the Company, subject to compliance with other conditions of law, to purchase, once or on more occasions, shares in the Company, on the condition that the Company, together with its subsidiaries, shall only hold a maximum of 10% of the Company’s shares. This authorisation shall be used for the purpose of setting up a formal repurchase programme or to extend to shareholders an invitation to sell to the Company shares in itself, for instance by means of an offer to shareholders, with the stipulation that there is no discrimination among shareholders as regards the invitation to participate in such transactions. In repurchasing, the highest permitted consideration for each share shall not exceed the price in the most recent arm’s length trade or the highest existing arm’s length offer to buy in business systems where trading in the shares is conducted, whichever is higher. Trading in the Company’s own shares shall be announced in compliance with law and regulations. Other, earlier, authorisations to acquire own shares shall lapse on the approval of this authorisation.”
Motion of the Board of Directors to amend the Articles of Association of the Company
The shareholders’ meeting approved the following amendment of point (d) in the fourth paragraph of Article 18 of the Company’s Articles of Association:
To delete point (d) of the fourth paragraph of Article 18 in its entirety. All the lettered points in the fourth paragraph of Article 18 will remain unchanged, except that point (d) will be marked as [deleted].
The shareholders’ meeting approved the following amendments of Article 3 of the Company’s Articles of Association:
To alter the points of emphasis and order in Article 3, so that the Article now reads as follows:
“The objects of the Company are to own and manage companies that operate in areas such as retail and wholesale, administration of real estate, vessels and service stations. Also credit and investment activities and other business activities, or participation in commercial enterprises, as resolved by the Company's Board of Directors.”
Motion of the Board of Directors to compartmentalise the operation of the Company and on the establishment of subsidiaries
The shareholders’ meeting approved a division of the business operations of the Company and the establishment of two subsidiaries for the Company’s operations, one for retail operations and a second for corporate operations.
Any other business
There was no further lawfully submitted business at the meeting, which was adjourned at 17: 02.
Other information from the shareholders’ meeting can be accessed at: https://www.skeljungur.is/hluthafafundur-2021.
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