Skeljungur hf.: Conclusions of Skeljungur's shareholders' meeting on 7 October 2021
07 Octubre 2021 - 12:28PM
Skeljungur hf.: Conclusions of Skeljungur's shareholders' meeting
on 7 October 2021
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:
https://www.skeljungur.is/hluthafafundur-2021
- 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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