Festi hf .: Results of the Annual General Meeting on March 22, 2022

March 22 2022: Annual General Meeting of Festi hf. was held on Tuesday 22 March 2022 at 10:00 at the company’s headquarters at Dalvegur 10-14, Kópavogur. Board meetings were held at the meeting and the following proposals were approved.

Approved proposals:

The meeting approved the annual accounts for the year 2021.
A decision was made on the payment of dividends for the operating year 2021 as follows:
“The Board of Directors proposes to the Annual General Meeting that dividends be paid to shareholders in the amount of ISK 1,572,500,000 for the operating year 2021 or ISK 5.0 for every ISK 1 of the nominal value of the company’s share capital. The last trading day where dividends accompany the shares is 21 March 2022 and the non-dividend day is therefore 22 March 2022. Dividend entitlement date is 23 March 2022, which means that dividends are paid to those registered in the share register of Festi hf. at the Nasdaq CSD portfolio at the end of March 23, 2022. The dividend will be paid to shareholders on April 8, 2022. ”

The board’s proposal to appoint Sigrún Ragna Ólafsdóttir and Tryggvi Pálsson to the nomination committee was approved.
Deloitte was named the company’s auditing firm for 2022.
A decision was made on remuneration to the members of the Board of Directors, sub-committees of the Board of Directors and the Nomination Committee as follows:
Chairman of the Board ISK 780,000 in a month.

Deputy Chairman of the Board ISK 585,000 in a month.

Other board members ISK 390,000 in a month.

Members of the Remuneration Committee ISK 60,000 per month and chairman of the Remuneration Committee ISK 115,000. in a month.

Members of the Audit Committee ISK 95,000 per month and chairman of the audit committee ISK 170,000. in a month.

The Chairman of the Investment Council will receive ISK 160,000. in a month.

The chairman of the nomination committee will receive ISK 135,000. per month, committee member ISK 115,000. per month and a representative of Festi’s board in the committee receives ISK 77,000. in a month.

The company’s remuneration policy was approved.
Amendments to the company’s articles of association were approved. The deadline for nominations to the Board was extended to 10 days and the following proposal was approved:
“The Board of Directors shall establish rules of procedure, ethics and rules on eligibility, reputational risk and conflicts of interest in accordance with the provisions of the Act on Public Limited Companies and recognized perspectives on corporate governance in public limited companies, paying special attention to the company’s reputation. The rules shall e.g. prescribes the division of tasks of the board, convening board meetings, communication and handling of information, assessment of the special and general qualifications of board members and reassessment of qualifications, appointment of sub-committees and other things that should be enshrined in rules to promote successful board work. The rules on eligibility set by the Board of Directors shall give a party appointed by the Board of Directors a formal role in receiving notifications of alleged violations by the Board of Directors and the CEO of the Code of Ethics of the Board of Directors and placing such notifications in process. the company’s rules on eligibility, reputational risk and conflicts of interest for board members and the CEO. ”

The Board’s proposal to authorize the purchase of own shares was approved as follows:
“Annual General Meeting of Festi hf. held on 22 March 2022 agrees to authorize the Board of Directors, on the basis of Article 55. Act on Public Limited Companies, no. 2/1995, to purchase on behalf of the company up to 10% of its share capital. This authorization shall be used for the purpose of setting up a formal repurchase plan or to make shareholders a general offer for the company’s purchase of own shares, e.g. by offering procedure, provided that shareholders’ non-discrimination is observed when bidding for participation in such transactions. Upon repurchase, the maximum allowable consideration for each share shall not be higher than the price of the last independent transaction or the highest available independent bid in the trading systems in which the shares are traded, whichever is higher. The trading company’s own shares shall be notified in accordance with laws and regulations. This authorization is valid until the company’s Annual General Meeting 2023. Other older authorizations for the purchase of own shares expire upon approval of this authorization. ”

A proposal for the purchase of own shares was approved as follows:
“Annual General Meeting of Festi hf. held on 22 March 2022 agrees to authorize the Board of Directors, on the basis of Article 55. Act on Public Limited Companies, no. 2/1995, to purchase on behalf of the company up to 10% of its share capital. This authorization shall be used for the purpose of setting up a formal repurchase plan or to make shareholders a general offer for the company’s purchase of own shares, e.g. by offering procedure, provided that shareholders’ non-discrimination is observed when bidding for participation in such transactions. Upon repurchase, the maximum allowable consideration for each share shall not be higher than the price of the last independent transaction or the highest available independent bid in the trading systems in which the shares are traded, whichever is higher. The trading company’s own shares shall be notified in accordance with laws and regulations. This authorization is valid until the company’s Annual General Meeting 2023. Other older authorizations for the purchase of own shares expire upon approval of this authorization. ”

A proposal to reduce share capital was approved as follows:

“The Annual General Meeting of Festi hf., held on March 22, 2022, agrees to reduce the company’s share capital from ISK 323,500,000 nominal value in ISK 312,500,000 nominal value, solely for the reduction of own shares on the basis of Act no. 2/1995 on public limited companies. The company’s share capital is thereby reduced by ISK 11,000,000 nominal value. The reduction only applies to own shares that the company has acquired through the purchase of own shares according to a repurchase plan approved at the company’s last Annual General Meeting on 22 March 2021 on the basis of Article 55. Act no. 2/1995 on public limited companies. ”If the proposal is approved by the Annual General Meeting, the amount of share capital in the company’s Articles of Association will be changed accordingly, so that Art. 4.1. in the company’s articles of association is worded as follows: “The company’s share capital is 312,500,000, – three hundred and twelve million and five hundred thousand”

Board elections took place at the meeting and the following were nominated: Ástvaldur Jóhannsson, Guðjón Reynisson, Margrét Guðmundsdóttir, Sigrún Hjartardóttir and Þórey G. Guðmundsdóttir. They were self-elected and therefore appoint the board of Festi hf. until the next Annual General Meeting. The board has divided its tasks and Guðjón Reynisson is the chairman of the board and Margrét Guðmundsdóttir the vice-chairman. Margrét Guðmundssdóttir will also represent the board in the nomination committee.

Updated articles of association are attached.

For further information, contact Eggert Þór Kristófersson, CEO of Festi – [email protected] or Magnús Kr. Ingason, CFO of Festi – [email protected]

This article was translated from Icelandic to English using Google Translate. The original press release can be found at GlobeNewswire.com.