Annual General Meeting - March 2023

Agenda:

Report of the board of directors for the operational year 2022.

1. Annual financial statements for 2022, as well as auditor statements, submitted for approval.
2. Voting on the treatment of financial results for 2022.
3. Election to the board of directors.
4. Election of the Company‘s auditor or audit firm.
5. Decision on remuneration of members of the board of directors and any subcommittee.
6. Proposal of a remuneration policy of the Company.
7. Any other matter, lawfully proposed.

Participation will be limited to those in attendance.

Rules relating to participation and voting at the meeting

One vote is attached to each ISK 1 of share capital. The simple majority of votes will decide issues at shareholders’ meetings unless alternative instructions be provided by law or the Articles of Association. Shareholder that will not attend the meeting can vote on relevant agenda items via letter-vote. A request for a letter shall be submitted, no later than five days before the annual general meeting, to [email protected]Link opens in a new tab. Shareholders have the right to propose matters to be added to the agenda and submit resolutions. A request thereof shall include reasoning for the relevant matter and a draft resolution and shall be submitted no later than at 12:00 (GMT) on 21 February 2023.  A shareholder can grant a dated and written proxy. A proxy cannot be valid for more than one year. A proxy can be revoked at any time. A duly completed proxy shall be delivered to the Company before the annual general meeting commences. Proxy forms are available at the Company’s website.

Other information

A final agenda, proposals of the board of directors and meeting materials will be published no later than 21 February 2023 on the Company’s website: https://www.flyplay.com/corporate-governanceLink opens in a new tab.

Meeting materials will also be available at the Company’s headquarters at Suðurlandsbraut 14, 108 Reykjavík, on weekdays between 9:00 (GMT) and 16:00 (GMT).

Should any proposals be submitted by shareholders, they will be published at least three days before the annual general meeting along with an updated agenda.

According to Art. 63(a) of Act. No. 2/1995 on Public Limited Liability Companies candidacies for the board of directors shall be announced in writing at least five days before the annual general meeting, or before 16:00 (GMT) on 2 March 2023. Information on candidates will be published no later than 2 days before the annual general meeting.

Meeting materials will be available at the location of the meeting from 15:00 (GMT) on the date of the annual general meeting.

Reykjavík, 14 February 2023

The board of directors of Fly Play hf.