Summary of the Annual General Meeting of Origo hf. 6 March 2020
Summary of the Annual General Meeting of Origo hf., held on Friday, 6 March 2020, at 2.00 p.m.
1. The AGM approved the Company's annual financial statements for the year 2019.
2. Decision on disposal of earnings.
It was agreed at the AGM that the Company would pay shareholders a dividend of ISK 0.4138 per share for the year 2019. The total dividend is approximately ISK 180,000,000. The declaration date is 6 March 2020, meaning that shareholders of record at the end of 10 March 2020 (the date of record) are entitled to receive a dividend for the 2019 operating year. The ex-dividend date, i.e. the date on which the shares of the Company start trading without the right to receive a dividend for the 2019 operating year, is 9 March 2020, being the first business date following the declaration date. Dividends will be paid on 19 March 2020 (the payment date).
3. Decision to reduce share capital.
It was agreed at the AGM to decrease the Company's share capital from ISK 459,600,000 in nominal value to ISK 435,000,000 in nominal value, through the cancellation of own shares in the nominal value of ISK 24,600,000. The Board of Directors shall be entitled to update the Company's Articles of Association in accordance with the reduction in share capital.
4. Decision to amend Article 5.1 of the Company's Articles of Association.
The AGM approved a proposal to amend Article 5.1 of the Company's Articles of Association such that the Company's Board of Directors shall hereafter be composed of five members and no alternate members.
5. Decision on fees for members of the Board of Directors and sub-committees.
It was agreed at the AGM that the monthly fee for the Chairman of the Board should be ISK 595,000 and ISK 275,000 for the other members. The fee for membership of sub-committees will be ISK 63,000 for each meeting.
6. It was agreed to amend the Company's remuneration policy in connection with the Board of Directors' proposal on a share purchase scheme
7. The following proposal on a share purchase scheme was approved:
"The share purchase scheme will be in the form of shares in the Company, with a maximum permitted allotment of up to 18,384,000 shares (equivalent to 4% of the Company's total share capital) under stock option agreements in force at any given time under the scheme.
In the event that options expire before the vesting date, it shall be permitted to issue new options in place of the previous ones.
Participation in the share purchase scheme will be available to the CEO and certain key employees. Options will be granted on a regular basis over a period of five years from the approval of the share purchase scheme, with a minimum vesting period of three years from the date of granting.
The exercise period shall begin immediately after the vesting period and/or within a year of such period (within specific exercise periods). The exercise price shall be equal to the closing price of the Company's shares on NASDAQ Iceland on the date of granting.
Options will generally be terminated prior to the end of the vesting period if the option holder's employment with the Company ceases before such time. The Company may waive this condition, including if the option holder becomes disabled or dies. In the event of a change in control of the Company, as referred to in Article 100 of Act No. 108/2007 on Securities Transactions, all outstanding options will immediately vest (accelerated vesting) in proportion to the relevant vesting period (from the date of issue to the date of accelerated vesting).
Those who have exercised their options under the share purchase scheme shall hold shares in the Company during their period of employment in the proportion determined by the Board of Directors and Remuneration Committee."
8. A proposal to increase the Company's share capital by ISK 18,384,000 in connection with the share purchase scheme was approved.
9. Election to the Board of Directors.
The following were elected unopposed as principal directors:
- Guðmundur Jóhann Jónsson
- Hildur Dungal
- Hjalti Þórarinsson
- Ívar Kristjánsson
- Svafa Grönfeldt
10. Election of an auditor.
KPMG was elected as the Company's auditor for the next year.
11. Authorisation to purchase own shares.
The following proposal was approved:
"On 7 March 2020, the Annual General Meeting of Origo hf. authorises the Company's Board of Directors to purchase, on one or more occasions over the next 18 months, shares in the Company so that the Company along with its subsidiaries will hold, subject to fulfilment of all other legal requirements, up to 10% of its share capital; the total amount of shares so repurchased shall not exceed ISK 45,960,000 in nominal value.
The price paid for repurchased shares shall not exceed the price paid in the most recent independent transaction or the highest independent quoted price in the trading systems where the Company's shares are traded, whichever is higher. However, such purchases are permitted if carried out by a market maker in accordance with Article 116 of the Act on Securities Transactions or under point 1 of the third paragraph of Article 115 and the second paragraph of Article 119 of the Act on Securities Transactions and regulations issued under Articles 118 and 131 of the same Act. This authorisation is based on the provisions of Article 55 of Act No. 2/1995. The earlier authorisation is withdrawn."
12 .The Board of Directors' proposal on the Company's dividend policy was approved.