Vátryggingafelag Íslands : Annual General Meeting 2024

Annual General Meeting of

Vátryggingafélag Íslands hf. 2024

The Board of Directors of Vátryggingafélag Íslands hf. hereby announces that the Annual General Meeting of the Company will be held on Thursday, 21 March 2024, at the Company's headquarters at Ármúli 3, 108 Reykjavik. Remote participation will be available. The meeting will commence at 4:00 p.m. local time.

The draft agenda is as follows:

1. Report of the Board of Directors on the activities of the Company in 2023.
2. The Board of Directors submits for approval the Company's audited annual financial statements.
3. Decision on the Board of Director's proposal on allocation of the year's profits and the payment of a dividend.
4. Resolution for the Company's remuneration policy.
5. Proposals to amend the Company's Articles of Association.
6. Decision on fees for members of the Board of Directors, sub-committees of the Board of Directors and the Nomination Committee.
7. Election of the Board of Directors.
8. Election of an auditing firm.
9. Election of the Nomination Committee.
10. Election of a member of the Company's Audit Committee.
11. Proposal for an authorisation to repurchase shares.
12. Discussion of any other lawfully submitted business.

Shareholders are entitled to add items to the meeting agenda and submit resolution proposals provided that they request so in writing or by electronic means. It is important that proposals are submitted with sufficient advance notice to allow the matter concerned to be placed on the meeting agenda, and in any event no later than by 4:00 p.m. on Monday, 11 March 2024, as required by Article 12 of the Company's Articles of Association. Proposals for the meeting may be sent by e-mail to [e-mail].

Shareholders can submit questions for the AGM by e-mail to [e-mail] or at the meeting itself. The final agenda and proposals will be published on Thursday, 14 March 2024, in accordance with the Company's Articles of Association.

Shareholders can fully participate in the meeting remotely without having to attend in person through Lumi AGM. It will be possible to follow the meeting via a live webcast and shareholders will also be able to vote by electronic means and submit written questions through the Lumi app or the Lumi website. Electronic participation will equal attendance at the meeting and will confer the right for full participation in the meeting.

Voting at the meeting will be conducted entirely via Lumi AGM. All shareholders, whether attending in person or participating remotely, are encouraged to download the Lumi AGM app to their smart devices, but they will also be able to vote through the Lumi AGM website.

Shareholders of record according to the Company's share registration system on the day of the AGM may exercise their rights at the meeting. A shareholder can instruct a proxy to attend the meeting on his or her behalf. The proxy holder shall present a written and dated proxy form, available on the Company's website. The proxy form shall be valid for a maximum of one year from its issue.

Shareholders or shareholders' proxies who wish to attend the meeting, either remotely or in person, are asked to register at no later than by 4:00 p.m. on 19 March 2024, being two days before the meeting. Registration requires a photo of ID and a proxy form, if applicable. The shareholders' voting rights at the meeting shall depend on the number of shares registered at the end of registration deadline. Voting rights at the meeting are therefore based on registration of the shareholders' shares at 4 p.m. on 19 March 2024.

Directors will be elected by proportional voting as required by the Company's Articles of Association, unless a justified request for cumulative voting is received from shareholders controlling more than 10% of the shares, see the seventh paragraph of Article 63 of Act No. 2/1995 on Limited Companies. Shareholders are reminded of Article 19 of the Company's Articles Association concerning the election of directors, which addresses the required gender ratio.

Pursuant to Article 15(a) of the Articles of Association, the Company has a Nomination Committee which plays an advisory role in the selection of directors. On 18 January 2024, the Committee published a notice in the news system of the Iceland Stock Exchange requesting nominations or candidacies for the Company's Board of Directors. The Committee's reasoned proposal for the composition of the Board and its report are published in conjunction with this meeting notice.

Candidacies for the Board of Directors may be submitted by e-mail at [e-mail] until 4:00 p.m. on Saturday, 16 March, but these candidacies will not receive consideration by the Nomination Committee. Candidate application forms are available at the Company's website. Information on candidates for the Board of Directors will be available at the Company's website no later than two days before the AGM, and will also be available for inspection by shareholders at the Company's headquarters.

Candidacies for the Nomination Committee are requested. Prospective candidates for the Nomination Committee shall notify the Board of Directors of their candidacy no later than five days before the meeting by e-mail to [e-mail]. Candidate application forms are available at the Company's website. The Board of Directors will review the applications and request additional documents and information as deemed necessary. Information on candidates for the Nomination Committee will be published no later than two days prior to the meeting.

The Annual General Meeting is valid, regardless of attendance, if legally convened.

This meeting notice, information on the total number of shares and votes on the day of the notice of the meeting, the Board of Directors' proposals for the meeting, proposal for the Company's remuneration policy, the Company's remuneration report, together with the proxy forms, are now available at the Company's website. The Board's proposals include proposals for amendments to the Articles of Association, which in short entail the following:

• It is proposed to add to the Articles of Association Interim Provision I which permits the Board of Directors to change the name of the Company in Article 1 of the Articles of Association following that the Supervisory Authority of the Central Bank of Iceland grants permission to transfer the Company's insurance operations to its subsidiary, VÍS tryggingar hf.
• It is proposed to add to the Articles of Association Interim Provision II which authorizes the Board of Directors to gradually increase the Company's share capital by up to ISK 65.000.000 in nominal value, in order to fulfil stock option agreements in accordance with the Company's stock option plan and/or to meet options for the payment of bonuses.

Other materials for the AGM, including the Company's Annual Report, a report on the implementation of the remuneration policy and English translations of the meeting materials, will be made available no later than on Thursday, 7 March 2024, on the Company's website. The meeting will be conducted in Icelandic. In the event of any discrepancy between the Icelandic and English versions of the meeting materials, the Icelandic versions shall prevail. Shareholders who wish to have English interpretation at the meeting shall request so in writing by sending an e-mail to [e-mail] by the end of 7 March 2024.

Reykjavik, 28 February 2024

The Board of Directors of Vátryggingafélag Íslands hf.