SKEL fjárfestingafélag hf.: Shareholders’ Meeting 4 November 2025

The Board of SKEL convenes a shareholders’ meeting at 16:00, Tuesday, 4 November 2025, in Ballroom B at the Reykjavík Edition, Austurbakki 2, 101 Reykjavík.

Attached are the meeting agenda, the notice of meeting, and the Board’s proposals for the meeting.

All meeting materials can be found on the company’s website: https://skel.is/hluthafar/hluthafafundir-skel

See below a statement from the Board regarding the shareholders’ meeting:

“At the annual general meeting of SKEL fjárfestingafélag hf. on 6 March 2025, shareholders approved that the company would pay a dividend to shareholders in 2025 for the financial year 2024 in the amount of ISK 6,000,000,000, to be paid in two instalments. The first part of the dividend, in the amount of ISK 3,000,000,000, was to be paid on 20 March 2025 (payment date). That payment has already been made.

According to the aforementioned decision of the shareholders’ meeting on 6 March 2025, the second dividend payment, in the amount of ISK 3,000,000,000, was to be paid to shareholders on 20 October 2025 (payment date). According to the decision, shareholders’ entitlement to the dividend to be paid on 20 October 2025 was to be determined by the company’s share register at the close of trading on 14 October 2025 (record date). The ex-dividend date, i.e., the date on which trading in the company’s shares would commence without the right to the second part of the dividend, was, according to the decision, 13 October 2025.

Article 101(3) of Act No. 2/1995 on Public Limited Companies states: ‘The due date of a dividend shall be no later than six months after the decision on its distribution has been taken.’ If the previously decided dividend were paid on 20 October 2025, it would fall outside the aforementioned six-month deadline under Article 101(3) of Act No. 2/1995 on Public Limited Companies. With reference to Article 76(2) of the Act on Public Limited Companies, the Board therefore considers itself unable to implement the annual general meeting’s decision unchanged with respect to the part of the dividend that was to be paid on 20 October 2025. For this reason, the Board considers it appropriate to call a shareholders’ meeting to be held on 4 November 2025, at which a proposal will be put to a vote to confirm the company’s AGM decision of 6 March 2025 regarding the second dividend payment (in the amount of ISK 3,000,000,000), with the sole amendment that the payment be made on 5 November 2025 instead of 20 October 2025. With the proposal that the Board of SKEL will present at the shareholders’ meeting on 4 November 2025, the Board intends to remove any doubt that this formal requirement of the law is complied with.

The Board specifically emphasizes that shareholders’ entitlement to this second dividend payment will continue (as under the AGM decision of 6 March 2025) to be determined by the company’s share register at the close of trading on 14 October 2025 (record date). The ex-dividend date, i.e., the date on which trading begins in the company’s shares without the right to this second dividend payment, will under the proposal continue to be (as in the AGM decision of 6 March 2025) 13 October 2025.

By the aforementioned proposal, which will be presented to the shareholders’ meeting on 4 November 2025, it is thus the intention of the Board of SKEL only to move the payment date of the said second part of the dividend from 20 October 2025 to 5 November 2025 and thereby correct the formal defect that existed in the AGM’s decision in light of the above-mentioned provision of the Act on Public Limited Companies.

It should be noted that Strengur hf., which owns 51.59% of the share capital in SKEL and is the company’s largest shareholder, has declared to the Board of SKEL, in a binding manner, that Strengur hf. will attend the aforementioned shareholders’ meeting on 4 November 2025 and vote in favour of the above proposal of the Board of SKEL. Accordingly, the required majority for approval of the proposal is in place.”

For further information, please email fjarfestar@skel.is

Attachments

• Notice
• Proposals
• Agenda