Shareholders Meeting

Shareholders Meeting

Icelandair Group hf.: Shareholder’s meeting on 30 November 2018

Icelandair Group (“the Company”) will hold a shareholder’s meeting on 30 November 2018, at 8:30 AM at Hilton Reykjavík Nordica

Agenda:

1. A proposal for the shareholder’s meeting to approve the Company’s acquisition of WOW air hf.

2. A proposal to grant the board authorisation to increase the Company’s share capital in relation to the purchase price payment of all issued shares in WOW according to the sales and purchase agreement.

3. A proposal to grant the board of directors authorisation to increase the Company’s share capital

Proposals:

1. A proposal for the shareholder’s meeting to approve the Company’s acquisition of WOW air hf.

The Company has signed a sales and purchase agreement for all issued shares in WOW air hf. (“WOW”), which has been publicly announced. The transaction is subject to the shareholders meeting approval and will be put forth for approval at the meeting.

The proposal is as stated below:

“The Company’s board of directors proposes to the shareholder’s meeting that the sales and purchase agreement for all outstanding shares in WOW shall be accepted.”

2. A proposal to grant the board authorisation to increase the Company’s share capital in relation to share purchase agreement of all issued shares in WOW

The proposal will grant the board of directors authorisation to increase the Company’s share capital. This authorisation is intended for payment of the purchase price in the proposed acquisition of all issued shares in WOW.

The proposal is as stated below:

“The company’s board of directors is authorised to increase the company’s share capital by up to ISK 334.908.779 in nominal terms (ISK three hundred thirty four million nine hundred and eighty thousand seven hundred seventy nine), by issuing new shares. The share price shall be according to the sales and purchase agreement. The new shares will be of the same share class as other outstanding shares in the Company. The new shares shall provide the associated rights to the Company from the date of registration. The board of directors are authorised to further implement trading restrictions for the new shares. This authorisation of the board of directors shall be valid until 1 December 2019, to the extent which it has not been utilised.”

3. A proposal to grant the board of directors authorisation to increase the Company’s share capital

The proposal will grant the board of directors authorisation to increase the Company’s share capital and sell in a share offering related to the proposed acquisition of all issued shares in WOW.

The proposal is as stated below:

“The Company’s board of directors is authorised to increase the Company’s share capital by up to ISK 625.000.000 in nominal terms (ISK six hundred twenty five million). The board of directors shall decide on the share price, the issuance terms and how the authorisation will be implemented. The share offering, in part or in whole, is intended for all Company shareholders at the end of trading on 30 November 2018. The new shares will be of the same share class as other outstanding shares in the Company. Any restrictions on trading and redemption rights of the issued shares shall be in accordance with the Company’s articles of association and governing law. The new shares shall provide the associated rights to the Company from the date of registration of the share offering. This authorisation of the board of directors shall be valid until 1 December 2019, to the extent which it has not been utilised.”

The registration of attendees, delivery of voting slips and delivery of meeting documents will be at the shareholder’s meeting location from 8:00 AM at the meeting date.

For further information please contact:

Bogi Nils Bogason; bogi@icelandairgroup.is; telephone +354 505 0300

Information in relation to the Shareholders Meeting

Rules on Shareholders‘participating and voting

Shareholders have the right to put items on the agenda, submit proposed resolutions and ask questions, in writing or by electronic means, until a day before the final agenda (22 November 2018) and proposals are publish to technical reasons it has not been possible to place forms for proxies or submission of written votes on this website. Shareholders can request the forms in writing by submitting an email to compliance@icelandairgroup.is or by contacting the compliance department. tel:354-5050300

The total number of shares issued in Icelandair Group as of 08 November 2018 is ISK 5.000.000.000 divided into the same amount of shares with a nominal value of ISK 1 each.

Each share in the Company carries on vote, except Treasury Shares that do not carry voting rights.

Other information

All documents to be submitted to them meeting are will be available on this website.

Final Agenda will be published seven days prior to the meeting on 23 November 2018, at 08:30.

The registration of attendees, delivery of voting slips and delivery of meeting documents will be at the shareholder’s meeting location from 8:00 AM at the meeting date.