Icelandair Group hf.
Notice to convene extr.general meeting

AGM Final Agenda and Proposals

ICELANDAIR GROUP HF. – ANNUAL GENERAL MEETING 10 MARCH 2016

Hilton Reykjavik Nordica at 4.30 pm

Agenda

1. The Board of Director’s report on the Company’s operations in the past year shall be presented
2. Confirmation of annual accounts and decision on the handling of profit or loss of the financial year
3. Decision on payments to board members
4. Proposals of the Board of Directors regarding the remuneration policy
5. Election of the Board of Directors
6. Election of auditor
7. Proposed changes to the Articles of Association
8. Authorization to purchase treasury shares
9. Any other lawfully submitted business

Proposals

1. Annual Accounts (Item 2)

The Board of Directors proposes to the Annual General Meeting that the Annual Accounts of the company for 2015 will be approved.

2. Dividends payments (Item 2)

The Board of Directors proposes to the Annual General Meeting that dividend payments in the amount of ISK 3,500 million will be made in ISK to the shareholders, which is ISK 0.70 per share. The record date will be 14 March 2016. Only shareholders registered in the shareholders' registry at closing on the record date are entitled to receive dividend payments. The ex-date, i.e. when trading exclusive of dividends begins, will be 11 March 2016, which is the trading day following the AGM. Payment date of the dividend will be 7 April 2016.

3. 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: Each Board Member will receive ISK 300,000 per month, the Chairman will receive ISK 600,000 per month, the Deputy Chairman will receive 450,000 per month, Sub-Committee Members will receive ISK 110,000, the Chairman of the Audit Committee will receive ISK 250,000 per month and the Chairman of the Compensation Committee will receive 140,000 per month.

4. Remuneration Policy (Item 4)

The Board of Directors proposes to the Annual General Meeting that the following Remuneration Policy, which has not been changed from last year, will be approved.

5. Auditors (Item 6)

The Board of Directors proposes to the Annual General Meeting that KPMG hf. will be the company’s auditors and that Alexander Edvardsson and Audur Osk Thorisdottir will audit the company on behalf of KPMG.

6. Proposed changes to the Articles of Association (item 7)

The Board of Directors proposes to the Annual General Meeting that the following changes will be made to the Articles of Association of the Company effective immediately:

The words “only in order to establish a market making agreement regarding shares in the Company or to establish a buy-back programme” will be added to sentence 3, Article 11.1.  It is also proposed that Article 15 (Special Provisions on Increase of Share Capital) shall be removed.

7. Purchase of treasury shares (Item 8)

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.