23.8.2023

Shareholders' Meeting Festi August 23, 2023

The Board of Directors of Festi hf. announces a shareholders' meeting to be held on Wednesday 23 August 2023 at 10:00 at the company's headquarters in Dalvegi 10-14, Kópavogi.

Shareholders and agents can register for the shareholders' meeting at the meeting place from 09:00 on the meeting day. In addition, pre-registration of shareholders/agents is accepted at the email address fjarfestatengsl@festi.isuntil 08:00 on the day of the meeting. 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. Proposal for a reduction in the share capital with the cancellation of own shares and the corresponding amendment of the Articles of Association of the Company.
  2. Presentation of the purchase agreement for the entire share capital in Lyfju hf.
  3. Proposal for the authorization of the Board of Directors to increase the share capital of the Company in connection with the acquisition of all the capital in Lyfju hf. and the corresponding amendment of the Articles of Association of the Company.
  4. Other Board recommendations for changes to the Company's Articles of Association.
  5. Other cases are legally resolved.

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. 312,500,000. 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 may attend the shareholders' 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 shareholders' meeting takes place may exercise their rights at the meeting. The share listing is aimed at the settlement of transactions at Nasdaq Securities Center on August 22, 2023. Shareholders may have an agent attend the shareholders' meeting and thereby exercise voting rights on their behalf. Written powers of attorney must be returned upon registration for the meeting. A proxy form can be found in the archive 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 shareholders' meeting must send a request to the following address: fjarfestatengsl@festi.isno later than ten days before the meeting, i.e. no later than 10:00 a.m. on Sunday, 13 August 2023. 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 shareholders' 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.

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, August 18, 2023.

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

Kópavogi, August 1, 2023.
Board of Directors of Festi hf.