Kaldalón hf.: Resolutions of the Annual General Meeting 2025

The following proposals were presented at the Annual General Meeting of Kaldalón hf., held at Reykjavík Natura, Nauthólsvegur 52, Reykjavík, on 3 April 2025 at 16:00.

Approval of the Company’s 2024 Financial Statements and Allocation of Profit or Loss

The Company’s 2024 financial statements were submitted for approval and unanimously approved. It was resolved not to pay a dividend for the financial year 2024.

Election of the Board of Directors and Alternates

Nominations had been received for five candidates for the Board of Directors and two for the position of alternate director. As no other nominations were submitted, the Board and alternate directors were duly elected without contest.

Elected to the Board of Directors were:
Álfheiður Ágústsdóttir, Ásgeir Helgi Reykfjörð Gylfason, Haukur Guðmundsson, Haukur Hafsteinsson, and Pálína María Gunnlaugsdóttir.
Elected as alternates were:
Gunnar Henrik B. Gunnarsson and Hildur Leifsdóttir.

Following the Annual General Meeting, a board meeting was held at which the board assigned roles among its members. Ásgeir Helgi Reykfjörð Gylfason was appointed Chairman, and Haukur Guðmundsson was appointed Vice-Chairman.

Election of the Company’s Auditor

It was unanimously resolved to appoint PricewaterhouseCoopers ehf. as the Company’s auditor for the upcoming financial year.

Remuneration to the Board of Directors and Committees

It was unanimously resolved that board members shall receive ISK 350,000 per month. The Chairman shall receive twice the remuneration of other board members, and the Vice-Chairman shall receive one and a half times their remuneration. Alternate board members shall receive ISK 100,000 for each meeting attended.

It was also unanimously resolved that members of the Audit Committee shall receive ISK 50,000 per month, and the Chairman of the Audit Committee shall receive ISK 100,000 per month.

Furthermore, it was unanimously resolved that members of the Nomination Committee shall receive ISK 750,000 for the term of service, and the Chairman of the Committee shall receive ISK 1,000,000. It was also resolved that, should an election of board members be held between AGMs, the CEO may pay additional remuneration to committee members in accordance with the scope of additional work undertaken.

It was unanimously resolved that members of the Remuneration Committee shall not receive separate compensation for their work on the committee, and no separate compensation shall be paid to the Chairman of that committee.

Remuneration Policy

The Company’s Remuneration Policy, unchanged from the policy approved at the 2023 AGM, was unanimously approved.

Election of Nomination Committee

Ásgeir Sigurður Ágústsson, Margrét Sveinsdóttir, and Unnur Lilja Hermannsdóttir were duly elected to the Nomination Committee without contest.

Independent Member of the Audit Committee

Harpa Vífilsdóttir was elected as the independent member of the Audit Committee.

Proposal for a Reduction of Share Capital by Cancelling Treasury Shares and Corresponding Amendment to the Company’s Articles of Association

It was unanimously resolved to reduce the Company’s share capital by ISK 337,501,390, equal to 33,750,139 shares, each with a nominal value of ISK ten (10). The reduction will be executed through the cancellation of treasury shares in the stated amount. A corresponding amendment to Article 2.1 of the Company’s Articles of Association was also unanimously approved, to read as follows:

“Hlutafé félagsins er kr. 10.858.183.440. Hlutaféð skiptist í 1.085.818.344 hluti, hver að nafnvirði tíu (10) krónur eða margfeldi þeirrar fjárhæðar, sem hluthafar eiga í félaginu á hverjum tíma. Hlutafé félagsins tilheyrir allt einum flokki hlutafjár.

The share capital of the Company amounts to ISK 10,858,183,440. The share capital is divided into 1,085,818,344 shares of ISK ten (10) in nominal value or multiples of the amount owned by shareholders in the company at any given time. The company’s share capital belongs to a single class of shares.”

Rules of Procedure for the Nomination Committee

The Rules of Procedure for the Nomination Committee were unanimously approved.

Vote on the Proposal for Independent Member of the Audit Committee

Harpa Vífilsdóttir was elected as the independent member of the Company’s Audit Committee.