Kvika banki — Proxy Solicitation & Information Statement 2021

Mar 30, 2021

KVKAA

MEETING ANNOUNCEMENT

The Annual General Meeting of Kvika banki hf., Reg. No. 540502-2930, will be held on Wednesday, 21 April 2021, at 4:00 pm at Hilton Reykjavík Nordica, 2nd floor, Suðurlandsbraut 3, 108 Reykjavík.

The Agenda for the meeting is as follows:

1) Report from the Company's Board of Directors on its activities during the past operating year.
2) The Company's annual financial statements for 2020 and a decision on the treatment of the Company's profit during the financial year.
3) Motion authorising the Company to purchase own shares.
4) Motion on the Company’s remuneration policy.
5) Motion of the Board of Directors to amend the Company's Articles of Association.
6) Election of the Company's directors and alternates.
7) Election of the Company's auditors.
8) Decision on remuneration to directors and members of the Board's subcommittees.
9) Other business.

Motion of the Board of Directors to amend the Company's Articles of Association:

The Board of Directors proposes an amendment to the reference to the Act concerning electronic registration of title to shares in the Company in Art. 2.5 of the Company’s Articles of Association.

The Board of Directors proposes to harmonize the provision of the Company's Articles of Association on the convening of shareholders’ meetings with the provision of the Act on Public Limited Companies which applies to the convening of shareholders' meetings of companies whose shares are listed on a regulated securities market, cf. Art. 88 b of the Act on Public Limited Companies, No. 2/1995.

The Board of Directors moves to add a new provision to the Company’s Articles of Association, authorizing that shareholders' meetings be held only electronically, cf. the second paragraph of Art. 80 a of the Act on Public Limited Companies, No. 2/1995.

The Board of Directors proposes to cancel the authorisation to the Board to increase share capital in Part B of Temporary Provision I of the Company's Articles of Association.

The Board moves that the unused authorisation of the Board to issue warrants in accordance with Temporary Provision II of the Company's Articles of Association, together with the corresponding authorisation to increase share capital, be extended by one year.

The Board of Directors proposes that an authorisation to the Board of Directors to increase share capital by ISK 70,000,000 nominal value be added to the Company’s Articles of Association, to meet the commitments of the Board of Directors under stock option agreements on the basis of a general stock option plan.

---

Other information:

The meeting will be held in Icelandic. Meeting documents are available on the Company's website in both Icelandic and English, with the exception of the Company's annual financial statements, which are only available in English. The agenda, final motions, the remuneration policy, the Company's annual financial statements and other meeting documents will be available at the Company's office at Katrínartún 2, Reykjavik, for shareholders to examine 21 days prior to the Annual General Meeting. The said documents, together with information on the candidates for

Kvika banki hf.
Katrínartún 2
105 Reykjavík
kvika@kvika.is
kvika.is

---

KV:KA

election to the Board of Directors, will also be made available on the Company's website, https://www.kvika.is/en/investor-relations/shareholders-meeting/.

Shareholders will be offered to participate fully in the meeting electronically, without being physically present at the meeting locale, through Lumi AGM. The meeting will be live-streamed and in addition shareholders can vote electronically and submit written questions through the Lumi smart app or the website of Lumi AGM. Electronic participation is equivalent to attending the meeting and conveys the right to participate in it in other respects.

Shareholders or their proxies who intend to attend the meeting, either electronically or on location, are asked to register on the website www.smartagm.com no later than 4:00 pm on 20 April, the day before the meeting date. The registration must be accompanied by a photo of valid identification and power of attorney, if applicable.

Voting at the meeting will take place entirely through Lumi AGM. All shareholders, whether attending the meeting at Hilton Reykjavík Nordica or participating electronically, are encouraged to download the Lumi AGM applet to their own smart device. They can also vote using the website of Lumi AGM.

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 hluthafar@kvika.is. Shareholders who wish to raise a particular matter at the AGM must submit a request to this effect no later than ten days before the AGM as announced, or at the latest before 4:00 pm on 11 April 2021. The request must be accompanied by grounds for the same or a draft resolution for the Board of Directors.

Shareholders can also submit questions to the shareholders' meeting by sending their queries to the above e-mail address or presenting them at the meeting itself.

Persons intending to stand for election to the Board 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 4:00 pm on Friday, 16 April 2021.

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 related parties. Disclosure shall also be made of other connections with the Company and any interests in the Company's principal customers and competitors, as well as with shareholders who own more than a 10% stake in the Company. Only persons who have given notice of their candidacy for election to the Board of Directors in this manner shall be eligible for election. A demand for proportional or cumulative voting, cf. the seventh paragraph of Art. 63 of the Public Limited Companies Act, 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 4:00 pm on Friday, 16 April 2021. 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. Candidacy forms for directors are available on the Company's website.

The AGM is legally constituted if lawfully convened, regardless of attendance. Parties who are listed as shareholders in the Company's shareholder registry when the shareholders' meeting takes

Kvika banki hf.

Katrinartin 2

105 Reykjavik

kvika@kvika.is

kvika.is

---

KVĪKA

place can exercise their rights at the shareholders’ meeting. Shareholders may appoint proxies to attend the meeting on their behalf. The proxy must present a written and dated power of attorney; a form for a power of attorney is available on the Company's website.

This announcement of the meeting, information on the total number of shares and votes on the date of the meeting, the meeting agenda, the Board's motions for the shareholders' meeting and other meeting documents as well as forms for proxies, will be made available on the Company's website. Should there be any discrepancy between the meeting documents in Icelandic and English, only the Icelandic version is authentic.

Board of Directors of Kvika banki hf.

Kvika banki hf.
Katrínartún 2
105 Reykjavík
kvika@kvika.is
kvika.is