Icelandair: Results of the Annual General Meeting
03 Marzo 2022 - 11:59AM
Icelandair: Results of the Annual General Meeting
- Annual Accounts (Item 2)
The Board of Directors proposed to the Annual General Meeting that
the Annual Accounts of the Company for 2021 be approved.
The proposal was approved.
b) Remuneration
to Board Members (Item 3) The Board of Directors proposed 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 Remuneration Committee
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.
The proposal was approved.
c) Remuneration
Policy (Item 4)
The Board of Directors proposed to the Annual General Meeting
that the proposed Remuneration Policy which was published in
advanced of the meeting be approved.
The proposal was approved.
d) Election of the
Board members (item 6)
Five individuals declared candidacy for the board of directors.
The following candidates were elected to the Board of Directors
without ballot:
- Guðmundur
Hafsteinsson
- John F. Thomas
- Matthew Evans
- Nina Jonsson
- Svafa Grönfeldt
e) Auditors (Item 7)
The Board of Directors proposed to the Annual General Meeting
that KPMG hf. will be the Company’s auditors..
The proposal was approved
f) Election of two members to the Nomination
Committee (item 8)
As only two declared candidacy, the following candidates were
elected to the Nomination Committee without ballot at the
meeting:
- Helga
Árnadóttir
- Hjörleifur
Pálsson
g) Share-Based Incentive Program (item 9)
The Board of Directors proposed to the Annual General Meeting
that a long-term incentive program be approved.
Type of share-based incentive program: Stock options
Participants: The Executive Committee and other selected
key employees.
Total number of share options: The total maximum amount of
shares granted under the program would be 900 million during a
three year period following the approval of the long-term incentive
program on the Annual General Meeting 2022.
Granting: Granting would be yearly and based on the
performance of the participants in the preceding year. No more than
250 million shares will be granted under the program in 2022.
Vesting time: Three years from the granting date.
Exercise period: One year following the three years vesting
period. Exercise periods are two per year in April and October for
15 days following the disclosure of the respective Q1 and Q3
financials.
Exercise price: The exercise price will be based on the
share price in Icelandair Group at closing of NASDAQ Iceland on
granting date with the addition of 3% annual interests. The
exercise price shall be adjusted for any future dividend payments
decided after the granting date.
Other key terms and conditions:
- The Remuneration
Committee shall have sole discretion on granting to each
participant based on performance assessment.
- Vested stock options
which will not be exercised within the exercise periods will become
invalid.
- Participants are
required to hold shares, corresponding to the net profit gained
from the options (after tax) measured in total share value as
decided by the Board of Directors and the Remuneration
Committee.
- The options are
valid only if the holder is still employed by Icelandair Group or
its subsidiaries on the exercise date. The Remuneration Committee
can waive this condition under certain circumstances.
- If a change of
control occurs, in accordance with Article 100 of the Icelandic
Takeovers Act No. 108/2007, any outstanding stock options shall
vest.
- The Company shall
not grant any kind of loans or guarantees on relation to the stock
option program.
- Rights and
obligations under the stock option program cannot be assigned to a
third party.
- The Company has the
option to reclaim, in whole or in part, remuneration that has been
based on false, misleading, insufficient or incorrect data, or if
the recipient acted in bad faith in respect of other matters, which
resulted in too high remuneration or remuneration which would
otherwise not have been granted.
- The Company will
issue new shares following the exercise periods corresponding to
the total number of exercised shares. The Annual General Meeting
2022 approves that the Board of Directors will have authority to
issue new shares in accordance with the terms of the long-term
incentive program.
The proposal was approved.
- Changes to
the Articles of Association (Item 10)
The Board of Directors proposed the following changes to Article
15 of the Articles of Assocation. It is being proposed that the
current Article 15.1, which has lapsed, is replaced with the
following provisions subject to approval of Item 9.
“The Company’s Board of Directors is authorized to increase the
share capital of the Company in stages by up to ISK 900,000,000
shares of nominal value. This authorization shall only be utilized
to fulfil terms under stock option agreements granted pursuant to
the Company’s Share-Based Incentive Program approved by the
Company’s annual general meeting held on 3 March, 2022. The
shareholders of the Company will not have pre-emptive subscription
rights to shares issued pursuant to this provision. Share prices
and subscription shall be in accordance with the Share Based
Incentive Program and stock option agreements entered into pursuant
to that. This authorization shall be valid until 31 December
2027.”
The proposal was approved.
i) Purchase of treasury shares (Item 11)
The Board of Directors of Icelandair Group proposed 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 set up a formal buy-back programme in accordance with
the provisions of Article 5 of MAR (Regulation (EU) No 596/2014 of
the European Parliament and of the Council), which has been
transposed into Icelandic legislation with Act No 60/2021, as well
as the provisions of the Commission Delegated Regulation (EU)
2016/1052 which contains regulatory technical standards for the
conditions applicable to buy-back programmes.
The proposal was approved.
The Board of Directors has held a meeting and elected Guðmundur
Hafsteinsson as Chairman of the Board and Nina Jonsson as Deputy
Chairman.
Further information:
Investors: Íris Hulda Þórisdóttir, Director Investor Relations,
iris@icelandairgroup.is Media: Ásdís Ýr Pétursdóttir, Director
Communications, asdis@icelandair.is
- Icelandair Group hf - Minutes from the AGM - 03.03.2022
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