Final Agenda and Proposals – Annual General Meeting 12 March 2021

AGENDAThe Board of Director‘s report on Icelandair Group‘s operations in 2020Confirmation of Annual Accounts and decision on the handling of profit or loss for the financial yearDecision on payments to Board MembersProposal of the Board of Directors regarding the Remuneration PolicyReport and proposal from the Nomination Committee regarding Board MembershipElection of Board MembersElection of AuditorsElection of two members of the Nomination CommitteeAuthorization to purchase Treasury SharesOther lawfully submitted mattersPROPOSALSAnnual Accounts (Item 2)The Board of Directors proposes to the Annual General Meeting that the Annual Accounts of the
Company for 2020 will be approved.Dividends payments (Item 2)The Board of Directors proposes to the Annual General Meeting that no dividends will be paid for the 2020 financial year.Remuneration to Board Members (Item 3)The Board of Directors proposes to the Annual General Meeting that remuneration to Board Members and Sub-Committee Members shall be the same as they were last year: Each Board Member will receive ISK 330,000 per month, the Chairman will receive ISK 660,000 per month, the Deputy Chairman will receive ISK 495,000 per month, Sub-Committee Members will receive ISK 120,000, the Chairman of the Audit Committee will receive ISK 275,000 per month and the Chairman of other Sub-Committees will receive ISK 150,000 per month. The Board of Directors will decide on compensation for the members nominated by shareholders in the Nomination Committee.  Compensation will be paid on hourly basis.Remuneration Policy (Item 4)The Board of Directors proposes to the Annual General Meeting that the current Remuneration Policy will be accepted without any changes.Nomination committee (item 5)Icelandair Group’s Nomination Committee proposes that the following candidates, listed in alphabetical order, will be elected to the Board of Directors of Icelandair Group hf. on the Company’s Annual General Meeting:Guðmundur HafsteinssonJohn F. ThomasNina JonssonSvafa GrönfeldtÚlfar SteindórssonAuditors (Item 7)The Board of Directors proposes to the Annual General Meeting that KPMG hf. will be the Company’s auditors.Authorization to purchase Treasury Shares  (Item 9)The Board of Directors of Icelandair Group proposes to the Annual General Meeting that the Company will be authorized to purchase in the next 18 months up to 10% of its own shares in accordance with Article 55 of the Icelandic Companies Act No 2/1995 in order to establish a market making agreement for issued shares in the Company or to set up a formal buy-back programme. It is not allowed to purchase such shares at a higher rate than the last spot market rate or the highest bid in the trading system of a regulated market where the shares are traded.  Such purchases are however authorized if they are executed by a market maker in accordance with Article 116 of the Act on Securities Trading or in accordance with Item 1, Paragraph 3, Article 115, and Paragraph 2, Article 119 of the Act on Securites Transactions and regulations implemented on the basis of Articles 118 and 131 of the same Act.