Fly Play hf.: Annual General Meeting of Fly Play hf.

The annual general meeting of Fly Play hf. will commence at 16:00 (GMT) on 21 March 2024, and will be held at Setrið, Grand Hotel, Reykjavík.

Agenda:

1. Report of the Board of Directors for the operational year 2023.
2. Approval of the annual accounts for the operational year 2023.
3. Voting on the handling of financial results for 2023.
4. Election to the Board of Directors.
5. Election of auditor or audit firm.
6. Election of an external member of the Company´s Audit Committee. 
7. Decision on the payments to the Board of Directors, alternate directors, and subcommittee members.
8. Proposal for the Company's remuneration policy.
9. Proposal for a share-based incentive plan and a proposal for the amendment of the Articles of Association to grant the Board of Directors the authority to increase the Company's share capital in relation to such an incentive plan. 
10. Proposal for the amendment of the Articles of Association to grant the Board of Directors the authority to increase the Company's share capital, in connection with a private placement, as has been announced.
11. Proposal for the amendment of the Articles of Association to grant the Board of Directors the authority to increase the Company's share capital, in connection with potential strategic opportunities.
12. Proposal for the amendment of the Articles of Association.
13. Any other matter lawfully proposed.

Participation will be limited to those in attendance.

Rules relating to participation and voting at the meeting

One vote is attached to each ISK 1 of share capital. The simple majority of votes will decide issues at shareholders' meetings unless otherwise required under Icelandic law or the Articles of Association. Shareholders who will not attend the meeting can vote on relevant agenda items via letter vote. A request for a letter vote shall be submitted no later than five days before the annual general meeting, to [email protected]. Shareholders have the right to propose matters to be added to the agenda and submit resolutions. A request thereof shall include reasoning for the relevant matter and a draft resolution and shall be submitted no later than at 12:00 (GMT) on 7 March 2024.  A shareholder can grant a dated and written proxy. A proxy cannot be valid for more than one year. A proxy can be revoked at any time. A duly completed proxy shall be delivered to the Company before the annual general meeting commences. Proxy forms are available on the Company's website.

Other information

A final agenda, proposals of the board of directors, and meeting materials will be published no later than 7 March 2024 on the Company's website: https://www.flyplay.com/corporate-governance.

Meeting materials will also be available at the Company's headquarters at Suðurlandsbraut 14, 108 Reykjavík, on weekdays between 9:00 (GMT) and 16:00 (GMT).

Should any proposals be submitted by shareholders, they will be published at least three days before the annual general meeting, along with an updated agenda.

According to Art. 63(a) of Act. No. 2/1995 on Public Limited Liability Companies candidacies for the board of directors shall be announced in writing at least five days before the annual general meeting, or before 16:00 (GMT) on 16 March 2024. Information on candidates will be published no later than 2 days before the annual general meeting.

Meeting materials will be available at the location of the meeting from 15:00 (GMT) on the date of the annual general meeting.

Reykjavík, 29 February 2024

The Board of Directors of Fly Play hf.

Attachments

• Fly Play hf - AGM 2024 - Information regarding shares and participation
• Fly Play hf - AGM 2024 - Agenda
• Fly Play hf - AGM 2024 - Proposals