Kvika banki hf.: Annual General Meeting
The Annual General Meeting of Kvika banki hf., Reg. No. 540502-2930, will be held on Thursday 26 March 2020, at 4:30 pm, at Hilton Reykjavík Nordica, 2nd floor, Suðurlandsbraut 2, 108 Reykjavík.
The Agenda for the meeting is as follows:
- Report from the Company's Board of Directors on its activities during the past operating year
- The Company's annual financial statements for 2019 and a decision on the treatment of the Company's profit during the financial year
- Motion on the Company’s remuneration policy
- Motion authorising the Company to purchase own shares
- Motion to reduce share capital and corresponding amendment to the Articles of Association
- Motion by the Board of Directors to amend the Company's Articles of Association
- Election of the Company's directors and alternates
- Election of the Company's auditors
- Decision on remuneration to directors and members of the Board's subcommittees
- A summary from the Board of Directors regarding ownership of shares and group connections
- Other matters raised in lawful manner
Motion by the Board of Directors to amend the Company's Articles of Association:
In addition to the amendment to the Articles of Association resulting from the Board of Directors' motion to reduce share capital, the Board proposes an amendment to Art. 1.3, deleting a reference to the Company's previous address at Borgartún 25 in Reykjavík so that only the municipality where the Company is domiciled will be specified. The Board also proposes that an amendment be made to Art. 3.3 in the Articles of Association, deleting one item on the agenda of the AGM, i.e. “A summary from the Board of Directors regarding ownership of shares and group connections”; this information is provided in the Company's annual financial statements. Finally, the Board of Directors moves that the unused authorization of the Board to issue warrants in accordance with Temporary Provision II of the Company's Articles of Association, together with the corresponding authorization to increase the share capital, be extended by one year.
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Other information:
The meeting will be held in Icelandic. Meeting documents are in Icelandic aside from the annual financial statements which are in English. Other meeting documents will also be available in English on the Company's website.
The agenda, final motions, remuneration policy, the Company's annual financial statements and other meeting documents will be available at the Company's office at Katrínartún 2, Reykjavík, for shareholders to examine 21 days prior to the Annual General Meeting. The said documents, together with information on the candidates for election to the Board of Directors, are also made available on the Company's website, /adalfundur.
Every shareholder is entitled to have specific matters discussed at the meeting if he/she sends a written or electronic request to the Board at the Company's address or the e-mail address Shareholders who wish to raise a particular matter at the AGM must submit a request to this effect at least ten days before the AGM as announced, or at the latest before 4:30 pm on 16 March 2020. The request must be accompanied by grounds for the same or a draft resolution for the Board of Directors.
Shareholders may also submit questions for the AGM to the above e-mail address or at the AGM itself.
Voting and elections at the meeting shall be by written ballot only if a request is made to this effect by any voting attendee or the meeting chairperson rules this shall be the case. Elections to the Board of Directors shall be in writing if more individuals stand for election than are to be elected.
Persons intending to stand for election shall give notice thereof in writing to the Company's Board of Directors at least five days before the commencement of the AGM, i.e. by 4:30 pm on Saturday, 21 March 2020.
The notification of candidacy to the Board must include the name of the candidate and Id. No., address, education, information on principal occupation and professional career, when the person first took a seat on the Company’s Board of Directors, if applicable, other positions of responsibility held (e.g. as a director of other companies) and any shareholding in the Company, directly or through affiliates. Disclosure shall be made of other connections with the Company and any interests in the Company's principal customers and competitors, as well as connections with shareholders who own more than a 10% stake in the Company. Only persons who have given notice of their candidacy in this manner shall be eligible for election. A demand for proportional or cumulative voting, cf. the seventh paragraph of Art. 63 of the Act on Public Limited Companies, No. 2/1995, must have been received by the Board of Directors of the Company at least five days before the AGM, i.e. by 4:30 pm on Saturday, 21 March 2020. Information on candidates for election to the Board of Directors shall be available for shareholders' inspection at the Company's office and on its website no later than two days prior to the AGM, cf. Art. 63 of the Act on Public Limited Companies, No. 2/1995.
The Annual General Meeting is legally constituted if lawfully convened, regardless of attendance.
It will not be possible to vote electronically at the meeting. Shareholders may request to vote on issues on the agenda of the meeting by mail. A request for such voting must have been received at the Company’s offices or at the e-mail address no later than five days before the meeting, i.e. by 4:30 pm on Saturday, 21 March 2020.
Shareholders may send an agent to represent them at the AGM and such person must submit a written and dated proxy. The proxy may be presented at the AGM or sent to the above e-mail address prior to the meeting
Ballot papers and other meeting documents will be handed out at the AGM from 4:00 pm at the meeting location.
