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Fly Play hf.

Remuneration Information Mar 7, 2024

6604_agm-r_2024-03-07_a44f2e21-4c12-455c-b2a6-789820c2c01b.pdf

Remuneration Information

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FLY PLAY HF SHARE OPTION PLAN - OFFICERS AND KEY EMPLOYEES The Board of Directors of Fly Play hf. (the "Company") hereby approves this share option plan (the "Share Option Plan") for the Company's officers and key employees (the "Option Holders") share options in the Company (the "Option"):

OBJECTIVE 1

  • The objective of this Share Option Plan is to align the interests of the Option 1.1 Holders with the Company's long-term goals and those of its shareholders.
  • 1.2 The Share Option Plan enables the Option Holders to acquire shares in the Company at a predetermined price.

2 OPTION HOLDER

  • 2.1 The Company's remuneration committee shall make proposals to the Board of Directors on which eligible Option Holders shall be granted Options. The Board of Directors is authorized to deviate from the remuneration committee's proposal.
  • 2.2 The total number of shares in the Company in relation to which options can be granted is 40,000,000 shares. The Board of Directors shall determine the number of shares allocated to each Option Holder upon each grant of Options; such determination shall be made following proposals from the remuneration committee.
  • 2.3 The Board of Directors is authorized to grant share options at its discretion following the recommendation of the remuneration committee, provided that the total number of shares subject to the Options shall be as approved by the Company's shareholders from time to time.
  • 2.4 The CEO shall not be granted options that exceed 15% of the total outstanding options from time to time unless otherwise proposed by the company's remuneration committee. Each key employee shall not be granted options that exceed 10% of the total outstanding options from time to time unless otherwise proposed by the company's remuneration committee.
  • 2.5 Option Holder shall enter into an option agreement in the form and content determined by the Board of Directors each time.

3 RIGHTS AND OBLIGATIONS

  • Any shares acquired pursuant to the Options carry the same rights as ordinary 3.1 shares in the Company.
  • 3.2 option vests over not less than three (3) years.
  • 3.3 The Board of Directors is authorized to require the relevant Option Holders to retain shares following the exercise of the relevant option. The CEO and other officers of the Company are obligated to retain shares which are equal to the amount of the profit of an exercised option, after deduction of taxes, until [the CEO holds shares which carry a profit equal to one time the annual salary of the CEO and for other officers hold shares which carry a profit equal to 0.5 the annual salary of each applicable officer.]

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  • (b) The financial restructuring of the Company.
  • (c) The Company enters into a liquidation, moratorium, composition agreement, or any similar action.
  • (d) In other events where there are significant reasons to do so.

Approval of this Share Option Plan 8

  • 8.1 21 March 2024.]
  • 8.2 subject to the approval of a shareholders' meeting

Reykjavík, 7 March 2024

On behalf of the Board of Directors of Fly Play hf.

Einar Orn Ólafsson, Chairman

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