Published: 2020-03-10 14:16:42 CET
TM hf.
Notice to general meeting

Candidature for membership on the Board of Directors and Nomination Committee of TM hf. during the Annual General Meeting held 12 March 2020.

The deadline to submit candidatures for membership of the Board of Directors of TM hf. expired on 7 March 2020. The following individuals have applied for membership of the Board of Directors of the company:

Board members (in alphabetical order):

Andri Þór Guðmundsson, CEO;
Einar Örn Ólafsson, investor;
Helga Kristín Auðunsdóttir, LLM Lawyer
Kristín Friðgeirsdóttir, Engineering Ph.D., and
Örvar Kærnested, investor.

Alternates (in alphabetical order):

Bjarki Már Baxter, Attorney, and
Bryndís Hrafnkelsdóttir, CEO.

The company’s Appointment Committee proposed, in its report from 18 February 2020, that the above candidates should be appointed to the Board of Directors of the company for the next operating year. Further information on the candidates may be found in the Committee’s report which was attached to the notification to the Iceland Stock Exchange regarding the Annual General Meeting and was published on 18 February 2020. In addition, the Committee has evaluated whether the candidates are independent with respect to the company or shareholders owning 10% or more of shares in the company, cf. Paragraph 2, Article 16 of the Company’s Articles of Association. It is the opinion of the Committee that all the candidates may be regarded as independent of TM hf. and its daily management. At present, no shareholder controls 10% or more of the total share capital or weight of votes in the company, alone or in co-operation with associated parties, in such a manner as to be considered a large shareholder within the understanding of the Act and Articles of Association. An assessment of whether the candidates were independent of large shareholders, therefore, did not take place.

As the number of candidates, both as principal members and alternate members of the Board is the same as the number of required members, the above candidates are considered automatically elected to the Board for the next operating year.

The deadline to submit candidatures for two members to the Company’s Nomination Committee also expired on 7 March. Candidates for membership of the committee are:

Ingibjörg Ösp Stefánsdóttir, Project Manager for the Confederation of Icelandic Employers, and
Jakobína H. Árnadóttir, Director at Capacent.

With reference to Article 1.4 in the operating procedures of the Committee, it is the opinion of the Board of Directors of the company at its meeting today that the candidates are independent of the company and its daily management.

As no other candidatures were submitted, Ingibjörg and Jakobína are considered automatically elected as members of the Committee for the next operating year.