Heimar hf. — Proxy Solicitation & Information Statement 2025

Feb 18, 2025

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Heimar

The Annual General Meeting of Heimar hf. will be held on March 11, 2025.

The Board of Directors of Heimar hf. hereby convenes the company's Annual General Meeting, which will be held at Gróska, in the Eiriksdottir hall, Bjargargata 1, 102 Reykjavík, on Tuesday, March 11, 2025, at 16:00.

Shareholders who wish to attend the meeting via live stream are requested to send an email to ir@heimar.is and they will receive a link to the live stream before the meeting begins.

Agenda of the Meeting

1. Report of the Board of Directors on the Company's activities during the past operating year.
2. Presentation and confirmation of the annual financial statements for the past operating year, including the auditor's report.
3. Decision on dividend payments and the allocation of profit or loss for the previous financial year.
4. Proposal from the Board regarding the Company's remuneration policy for approval.
5. Decision on authorizing the Board to repurchase the Company's own shares.
6. Proposal to authorize the Board to increase the Company's share capital in connection with the acquisition of all shares in Gróska ehf. and Gróðurhúsið ehf., along with the corresponding amendments to the Company's Articles of Association.
7. Proposals for amendments to the Articles of Association:
   a) Proposal to amend paragraph 2 of Article 4 of the Company's Articles of Association, reducing share capital to cancel treasury shares.
   b) Proposal to amend Article 15 of the Articles of Association, adding the appointment of a member to the Audit Committee.
8. Election of the Board of Directors.
9. Election of an Auditor.
10. Appointment of a member to the Audit Committee.
11. Election of a member to the Nomination Committee.
12. Decision on remuneration for Board members, committee members, and the Nomination Committee for the next term.
13. Amendments to the rules of procedure of the Nomination Committee.
14. Other

Shareholders who are registered in the Company's shareholder register in accordance with the Company's shareholder system at the time of the Annual General Meeting are entitled to exercise their rights at the shareholders' meeting. A shareholder may authorize a proxy to attend the shareholders' meeting on their behalf.

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The proxy must submit a written or electronic power of attorney, which must be dated. A power of attorney form is available on the Company's website. It is requested that proxies be submitted in a timely manner before the date of the Annual General Meeting by sending them to ir@heimar.is. The power of attorney must be signed by the shareholder or an authorized signatory if the shareholder is a legal entity.

A meeting attendee may also present a power of attorney upon arrival at the Annual General Meeting. However, they must ensure timely arrival so that the validity of the proxy can be reviewed. Once a power of attorney has been submitted either upon the delivery of meeting documents or after the meeting has commenced, whichever occurs first, it cannot be revoked with respect to the Company. It should also be noted that a power of attorney can never be valid for more than one year from its date of issuance.

Voting and elections at the meeting will only be conducted in writing if requested by any voting-eligible attendee. Board elections shall always be conducted in writing if there are more nominees than available board positions. Regarding the right to request proportional or cumulative voting in board elections, reference is made to Article 24 of the Company's Articles of Association, and such a request must be submitted to the Board at least five days before the shareholders' meeting. Electronic voting will not be available at the meeting. Further information on shareholder rights can be found on the Company's website.

Each shareholder has the right to request that a specific matter be included on the agenda of the Annual General Meeting, provided that a written request is submitted to the Board at least two weeks before the meeting. The rights of shareholders to propose agenda items are further outlined in Article 18 of the Company's Articles of Association, which is available on the Company's website at www.heimar.is/fjarfestar.

The Nomination Committee's report on the composition of the Board and other submitted candidacies can be found on the Company's website: www.heimar.is/fjarfestar. Please note that, according to the Company's Articles of Association, board candidacies must be submitted in writing at least seven days before the Annual General Meeting, i.e., no later than 16:00 on Tuesday, March 4, 2025. Candidacies must be submitted either at the headquarters of Heimar hf., Hagasmári 1, 201 Kópavogur, or via email at tilnefningarnefnd@heimar.is. The Nomination Committee may amend its proposal up until five days before the Annual General Meeting. The final list of board candidates will be published no later than two days before the meeting.

As the election of one Nomination Committee member is on the meeting agenda, candidacies for this position are also requested. The Nomination Committee must consist of at least three members who possess the necessary knowledge and experience relevant to the committee's work. When assessing a candidate's eligibility, both direct and indirect affiliations with the Company will be considered holistically. A nomination form and further information about the Nomination Committee's responsibilities can be found on the Company's website: www.heimar.is/fjarfestar. According to the rules of procedure of the Nomination Committee, candidates must submit their nomination no later than seven days before the meeting, i.e., by

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Heimar

16:00 on Tuesday, March 4, 2025. Nominations should be submitted either at the headquarters of Heimar hf., Hagasmári 1, 201 Kópavogur, or via email at stjorn@heimar.is.

Meeting documents will be available at the Company's headquarters and on the Annual General Meeting section of the company's website: www.heimar.is/fjarfestar. The final agenda and proposals will be made available at least two weeks before the Annual General Meeting, in accordance with Article 18 of the company's Articles of Association.

The Annual General Meeting will be paperless.

Kópavogur, February 18, 2025
The Board of Directors of Heimar hf.

Please note that in case of discrepancy in the English and the Icelandic versions, the Icelandic version shall prevail.