Summary of the Annual General Meeting of Vátryggingafélag Ísland hf., held on 19 March 2021

The following proposals were adopted at the Annual General Meeting of Vátryggingafélag Ísland hf. (VIS) on 19 March 2021.

Item 2

Proposal to approve the Company's consolidated annual financial statements

The AGM approved the Company's annual consolidated financial statements for the year 2020.

Item 3

Proposal on the disposal of the Company's profits

It was agreed at the AGM that the Company would pay shareholders a dividend of ISK 0.85 per share for the year 2020. The total dividend payment will be approximately ISK 1,610 million. The declaration date is 19 March 2021, meaning that shareholders of record at the end of 23 March 2021 (the date of record) are entitled to receive a dividend. The ex-dividend date, i.e. the date on which the shares of the Company start trading without the right to receive a dividend, is therefore 22 March 2021, and dividends will be paid on 29 March 2021 (the payment date).

Item 4

Proposal on a remuneration policy and bonus scheme

The AGM approved a proposal for a remuneration policy in the form presented by the Board of Directors in advance of the meeting. The remuneration policy accompanies this summary. At the same time, the AGM approved the estimated cost of the Company's bonus scheme, as outlined in the available Remuneration Report.

Item 5

Proposals to amend the rules of procedure of the Nomination Committee

The AGM approved proposals to amend the rules of procedure of the Nomination Committee. The amendments mainly include the following:

  • Increased emphasis on the need for the Committee to consider the composition of the Board and promote diversity on the Board.

  • That performance evaluation and discussions with the Company's current directors and the CEO should be part of the Committee's evaluation.

  • Emphasis placed on the requirement for the Committee to maintain confidentiality regarding the candidacies received and give those candidates who are not part of the Committee's proposal to withdraw their candidacies.

  • An annual review of the Committee's rules of procedures and the submission at a shareholders' meeting of any amendments deemed necessary by the Committee added to the list of the Committee's functions.

  • A provision stating that the election of the members of the Nomination Committee should follow the same arrangement as the election of the Board of Directors.

  • A provision stating that the remuneration of the Nomination Committee should be decided at the

    Company's Annual General Meeting on the basis of a proposal from the Board of Directors.

Decision on fees for members of the Board of Directors, sub-committees of the Board of Directors and the Nomination Committee

It was agreed that the monthly fee for members of the Board of Directors should remain unchanged at ISK 428,000 for regular members and ISK 838,000 for the Chairman. Alternate members of the Board are to be paid a one-time fee of ISK 428,000 at the beginning of the operating year and an additional ISK 120,000 for each meeting attended.

A fixed monthly fee will be paid to members of Board sub-committees as set out below, and committee chairmen will be paid double the fee of other members:

  • For membership of the Audit Committee: ISK 75,000 per month

  • For membership of the Remuneration Committee: ISK 32,000 per month

  • For membership of the Risk Committee: ISK 65,000 per month

The fee for members of the Nomination Committee will be ISK 95,000 per month and double that amount for the chairman.

Item 7

Election of the Board of Directors

The following were elected to the Company's Board of Directors for next operating year:

Principal directors

Guðný Hansdóttir Marta Guðrún Blöndal Stefán Héðinn Stefánsson Valdimar Svavarsson Vilhjálmur Egilsson

Alternate directors

Ragnheiður Hrefna Magnúsdóttir

Sveinn Friðrik Sveinsson

The Board of Directors has already met and allocated tasks amongst its members. The Chairman of the Board is Stefán Héðinn Stefánsson and the Vice-Chairman of the Board is Vilhjálmur Egilsson.

Item 8

Election of an auditor

PricewaterhouseCoopers ehf. was elected as the auditor of VIS.

Item 9

Election of the Nomination Committee

The following were elected unopposed to the Company's Nomination Committee for the next operating year:

Gylfi Dalmann Aðalsteinsson

Jensína Kristín Böðvarsdóttir Magnús Bjarnason

Proposal on an authorisation for the Company to repurchase shares

The AGM approved the following proposal:

"The Board of Directors of the Company shall be authorised to purchase, over the next 12 months, shares in the Company for the purpose of i) making a market in the Company, ii) instituting a formal repurchase program and/or iii) making an offer to shareholders generally for the repurchase of their shares, e.g. by means of a tender offer, provided that the principle of equal treatment of shareholders is observed in issuing such offer, so that the Company together with its subsidiaries will own, subject to fulfilment of all relevant legal requirements, up to 10% of its share capital. The authorisation to repurchase shares for the purpose of reducing share capital is subject to the approval of the Icelandic Financial Supervisory Authority. The price paid for repurchased shares shall not exceed the price paid in the most recent independent transaction or the highest independent quoted price in the Iceland Stock Exchange, whichever is higher. However, such purchases are permitted if carried out by a market maker in accordance with Article 116 of the Act on Securities Transactions and regulations issued under Articles 118 and 131 of the said Act."

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VIS - Vátryggingafélag Íslands hf. published this content on 22 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2021 13:28:02 UTC.