Festi 2024 General Meeting

The general meeting of Festi hf. will be held on Wednesday 6 March 2024 at 10.00 at the company's headquarters in Dalvegi 10-14, Kópavogi.

Shareholders and agents can register for the general meeting at the meeting place from 09:00 on the meeting day. In addition, pre-registration of shareholders/agents is accepted to the email fjarfestatengsl@festi.is until 08:00 on the meeting day. In the case of pre-registration, it is requested that the name and identification number of the shareholders be specifically indicated and that a completed proxy form, if applicable, accompany the registration.

The program

  1. Report of the Board of Directors on the activities of the company during the past year of operation.
  2. CEO's report and financial statements presented.
  3. Confirmation of the financial statements for the last financial year and a decision on how to treat the company's profits.
  4. Decision made on the payment of dividends for the operating year 2023.
  5. The Nominating Committee presents its report and recommendations.
  6. Governing Body.
  7. Proposal for confirmation of the appointment of two members to the Nomination Committee.
  8. The terms of an auditor or audit firm.
  9. Determination of remuneration to the directors, subcommittees of the board and the nominating committee.
  10. Proposal of the Board of Directors on the remuneration policy of the Company.
  11. Stock options program for employees of the group submitted for approval.
  12. Stock options plan for key managers of the group submitted for approval.
  13. Recommendations of the Board of Directors for amendments to the Articles of Association.
  14. Proposal of the Board of Directors for authorization to purchase own shares and a corresponding amendment to the Articles of Association of the Company.
  15. Proposal of the Board of Directors for a reduction in the share capital due to its own shares and a corresponding amendment to the Articles of Association of the Company.
  16. Proposal of the Board of Directors for the appointment of an external committee member to the Audit Committee.
  17. Other cases are legally resolved.

Information and documents

At the shareholders' meeting, one vote is attached to each krone of the nominal value of the share, while the share capital of Festi hf. is at the nominal value of krr. 304,500,000. The company's own shares do not enjoy voting rights. Di civînên parvekaran de, hêza dengdanê encamên hemî dozên asayî birêve dibe, heya ku ji hêla gotarên pargîdaniyê an qanûnên pargîdanî ve hatî destnîşan kirin.

All shareholders are allowed to attend the general meeting, attend the proceedings and exercise their voting rights. Persons who are registered shareholders in the register of shares under the company's shareholder system when the general meeting takes place may exercise their rights at the meeting. The share listing is aimed at the settlement of transactions at Nasdaq CSD Securities Center on March 5, 2024. Shareholders can have an agent attend the general meeting and thereby pass the voting rights on their behalf. Written powers of attorney must be returned upon registration for the meeting. A proxy form can be found above. Shareholders are also allowed to attend a meeting together with an advisor, but such advisor has neither the right to propose nor vote at the meeting. However, shareholders are allowed to give the floor to their advisor on their behalf.

Shareholders who wish to have a particular matter dealt with at the general meeting shall send a request for such consideration to the following address: fjarfestatengsl@festi.isno later than ten days before the meeting, i.e. no later than 10 a.m. on Sunday, 25 February 2024. If a shareholder requires an issue to be considered at the meeting or has submitted a motion for resolution before that time, the final agenda and proposals will be updated on the Company's website and a notice published on Nasdaq Iceland no later than one week prior to the meeting. Shareholders may also submit questions relating to the advertised agenda item at the general meeting itself. Issues that have not been identified in the agenda of the shareholders' meeting cannot be taken for final resolution at the meeting except with the consent of all shareholders of the company, but a resolution may be made for guidance to the board of directors.

Those who intend to give themselves the opportunity to sit on the board of directors must notify it in writing to the board of directors of the company at least ten days before the start of the general meeting, i.e. on Sunday, February 25, 2024. 10:00 a.m. They are the only ones elected to the general meeting who thus give themselves the option. An application form can be accessed above. Notification of availability shall be sent to the following address: fjarfestatengsl@festi.isor at the company's office in Dalvegi 10-14, Kópavogi. Information about all candidates will be published on this website no later than one week before the general meeting.

Shareholders may request to be allowed to vote on issues that are on the agenda of the meeting by mail. A request for such a vote shall have been received at the Company's office or at the e-mail address fjarfestatengsl@festi.isbefore 10:00 on Friday, March 1, 2024.

The agenda, the recommendations for the General Meeting, the annual accounts for 2023, the reports of the Remuneration Committee and the Nomination Committee, the remuneration policy, the stock option plans, the statement of the Board of Directors and the Auditor and other documents to be submitted before the General Meeting are contained in the documents above, in addition to which are available to shareholders for exhibition at the company's headquarters in Dalvegi 10 — 14 in Kópavogi.

A shareholders' meeting is lawful regardless of the meeting attendance if it is properly convened. The general meeting and meeting documents will be in Icelandic.

Kópavogi, February 9, 2024.
Board of Directors of Festi hf.