Kvika banki — Proxy Solicitation & Information Statement 2022

Mar 10, 2022

KVKAA

MEETING ANNOUNCEMENT

The Annual General Meeting of Kvika banki hf., Reg. No. 540502-2930 (“Kvika”), will be held on Thursday, 31 March 2022, at 4:00 pm, at Grand Hôtel, Hâteigur, Sigtún 28, 105 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 2021 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 for a reduction in share capital by cancelling own shares and a corresponding amendment to the Articles of Association of the Company.
5) Motion on the Company’s remuneration policy.
6) Motion to amend the Articles of Association of the Company.
7) The Board's proposal for a disposition from the Company's special reserve fund.
8) Election of the Company's directors and alternates.
9) Election of the Company's auditors.
10) Decision on remuneration to directors and members of the Board's subcommittees.
11) Other business.

Primary substance of the Board of Directors’ motion to amend the Company's Articles of Association:

The Company’s Board of Directors moves that Company’s share capital be reduced by 117,256,300 own shares purchased under a formal buy-back programme in 2021. The approval of the Financial Supervisory Authority of the Central Bank of Iceland (FSA) will be sought for the reduction of share capital by cancelling own shares, as provided for in the Act on Financial Undertakings, No. 161/2002. If the motion is adopted, and approval granted by the FSA, the Company's share capital will decrease from ISK 4,934,561,607 to ISK 4,817,305,307 nominal value.

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 Temporary Provision III, replacing the existing Temporary Provision authorising an increase in share capital in connection with warrants, which had been fully utilised, with a new Article authorising Kvika’s Board to conclude agreements on stock options and/or warrants amounting to up to 240,000,000 shares in the Company, for payment of bonuses to employees as provided for in Kvika’s Remuneration Policy and bonus scheme and to increase the share capital accordingly. Furthermore, Kvika’s Board of Directors proposes to amend Art. 4.11 on the appointment of subcommittees, so that it does not state specifically how a committee is to be appointed, but only that this will be done in accordance with currently applicable laws and regulations.

---

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, 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

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 the telemeeting system Lumi AGM. The meeting will be live streamed and in addition shareholders will vote electronically and be able to submit written questions through 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.lumiconnect.com/ no later than 4:00 pm on March 30, 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, regardless of whether shareholders attend the meeting at the Grand Hotel or participate electronically.

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 21 March 2022. The request shall be accompanied by a draft resolution for the AGM as applicable.

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 Saturday, 26 March 2022.

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, solely or in collaboration with others, 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 Saturday, 26 March 2022. 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 AGM takes place can exercise their rights at the AGM. 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

Kvika banki hf.

Katrinarttin 2

105 Reykjavik

kvika@kvika.is

kvika.is

---

KVĪKA

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