Kaldalón hf.: Results of the Annual General Meeting 2026

The following proposals were presented to the Annual General Meeting of Kaldalón hf., held at Reykjavík Natura, Nauthólsvegur 52, Reykjavík, on 26 March 2026 at 16:00.

The Company’s 2025 Annual Financial Statements and decision on the allocation of profit or loss for the financial year

The Company’s 2025 Annual Financial Statements were presented for confirmation and were unanimously approved. A proposal to pay a dividend to shareholders, i.e. the holders of shares not owned by Kaldalón, in the amount of ISK 1,000,000,000 for the 2025 operating year, corresponding to ISK 0.94 per share, was unanimously approved.

Election and appointment of the Board of Directors and alternate directors

The meeting had before it candidacies from five individuals for the Board of Directors and two individuals for the alternate board of Kaldalón hf. As no other candidacies were received, the Board of Directors and alternate directors were duly elected unopposed.

The following were elected to the Board of Directors of the Company: Álfheiður Ágústsdóttir, Ásgeir Helgi Reykfjörð Gylfason, Haukur Guðmundsson, Haukur Hafsteinsson and Pálína María Gunnlaugsdóttir. Gunnar Henrik B. Gunnarsson and Harpa Guðnadóttir were elected as alternate directors. Following the Annual General Meeting, a Board meeting was held at which the Board allocated responsibilities among its members, and Ásgeir Helgi Reykfjörð Gylfason was appointed Chairman of the Board and Haukur Guðmundsson Vice Chairman of the Board.

Election of the Company’s auditor

It was unanimously approved that the audit firm PricewaterhouseCoopers ehf. be elected as the Company’s auditor for the coming financial year.

Decision on remuneration to members of the Board of Directors and board committees

It was unanimously approved that remuneration to Board members shall be ISK 400,000 per month, that remuneration to the Chairman of the Board shall be double the remuneration of Board members, that remuneration to the Vice Chairman shall be one and a half times the remuneration of Board members, and that remuneration to alternate directors shall be ISK 150,000 for each meeting attended.

It was also unanimously approved that remuneration to Board members serving on the Audit Committee shall be ISK 75,000 per month and that remuneration to the Chairman of the committee shall be ISK 150,000 per month.

It was further unanimously approved that remuneration to members of the Nomination Committee shall be ISK 800,000 per term of office and that remuneration to the Chairman of the committee shall be ISK 1,100,000 per term of office. It was also approved that, should an election to the Board of Directors take place between Annual General Meetings, the CEO shall be authorised to pay committee members additional remuneration in accordance with the scope of the additional work.

It was unanimously approved that members of the Remuneration Committee shall not receive separate remuneration for serving on the committee and that no separate remuneration shall be paid for chairing the committee.

Remuneration Policy of the Company

The Company’s Remuneration Policy, unchanged from the Remuneration Policy approved at the 2023 Annual General Meeting, was unanimously approved.

Election of the Nomination Committee

Ásgeir Sigurður Ágústsson, Margrét Sveinsdóttir and Unnur Lilja Hermannsdóttir were elected to the Nomination Committee unopposed.

External member of the Audit Committee

Harpa Vífilsdóttir was elected as an external member of the Audit Committee.

Proposal to reduce the share capital by cancellation of treasury shares and corresponding amendment to the Company’s Articles of Association

It was unanimously approved to reduce the Company’s share capital by ISK 242,918,180, corresponding to 24,291,818 shares, each with a nominal value of ISK ten (10). The reduction will be effected by cancelling the Company’s treasury shares in the aforementioned amount. A corresponding amendment to Article 2.1 of Kaldalón’s Articles of Association, resulting from the decision on the reduction of share capital, was also approved and shall read as follows:

“The share capital of the Company amounts to ISK 10,615,265,260. The share capital is divided into 1,061,526,526 shares, each with a nominal value of ISK ten (10), or multiples thereof, held by shareholders in the Company at any given time. The share capital of the Company consists of a single class of shares.”

Proposal on authorisation to the Board of Directors to purchase the Company’s own shares

The Board of Directors’ proposal to authorise the Board to purchase the Company’s own shares, valid until 30 June 2027, was unanimously approved. The authorisation is set out in an appendix to the Company’s Articles of Association and reads as follows:

“The Annual General Meeting of Kaldalón hf., held on 26 March 2026, resolves to authorise the Board of Directors of the Company, pursuant to Article 55 of the Icelandic Act on Public Limited Companies No. 2/1995, to purchase, on one or more occasions on behalf of the Company, its own shares, provided, however, that the Company and its subsidiaries may not hold more than 10% of the Company’s share capital in total. This authorisation shall be used for the purpose of establishing a formal share repurchase programme or making shareholders a general offer for the Company’s purchase of its own shares, for example by way of a tender offer, provided that equal treatment is ensured in respect of participation in such transactions. Shares acquired by the Company on the basis of this authorisation may, inter alia, be used to reduce the Company’s share capital and/or for the purpose of fulfilling the Company’s obligations under stock option agreements or subscription agreements with employees.

In the event of a repurchase, the highest permissible consideration for each share shall not exceed the price of the last independent trade or the highest current independent bid on the trading venues where trading in the shares takes place, whichever is higher. Such purchases are, however, permitted if carried out by a market maker within the meaning of the Act on Markets in Financial Instruments or in connection with repurchase programmes or stabilisation measures within the meaning of Regulation (EU) No. 596/2014 of the European Parliament and of the Council on market abuse, cf. the Icelandic Act on Measures Against Market Abuse No. 60/2021. The Company’s transactions in its own shares shall be disclosed in accordance with applicable laws and regulations. This authorisation shall remain in effect until 30 June 2027.”