Eik fasteignafelag : Proposals (English translation)

Proposals of the Board of Directors

Annual General Meeting 30 March 2023

1. Proposal on the confirmation of the company's annual accounts for the year 2022 (agenda item 2)
   The Board of Directors proposes to the annual general meeting of the company that it approve the company's annual accounts for 2022.
2. Proposal on the distribution of profit for the operating year 2022 (agenda item 3)
   The board of directors proposes to the annual general meeting of the company that the company distribute to the company's shareholders dividend of ISK 0,59 per share for the year 2022. The aggregate amount of the dividend payments will therefore be approximately ISK 2,000,000,000.
   If the dividend proposal will be approved by the shareholders, 31 March 2023 will be the ex-date, i.e. the date on which trading commences with the company's shares without the right to a dividend for the 2022 financial year.
   The record date will be 3 April 2023. Shareholders registered in the Company's shareholders registry at the end of the record date are entitled to a dividend payment in accordance with the above.
   The payment date will be 12 April 2023 and payments will be made in Icelandic krona.
3. Decision on the remuneration of Directors and committee members for the 2023-2024 operating year (agenda item 4)
   The Board of Directors of the company proposes to the annual general meeting of the company that for the 2023-2024 operating year the remuneration of Directors and members of committees working for the company shall be as follows:
4. • The monthly salary of each Director shall be ISK 395,000 and of the Chairman twice that amount.
   • The salary of Directors sitting on the Remuneration Committee shall be ISK 45,000 per month. Remuneration Committee members who are not also directors shall be paid for each hour worked according to an issued invoice provided that the Board of Directors has approved the hourly rate in advance. Chairmanship is not specifically remunerated for.
   • The salary of Directors sitting on the Audit Committee shall be ISK 90,000 per month. Remuneration Committee members who are not also directors shall be paid for each hour worked according to an issued invoice provided that the Board of Directors has approved the hourly rate in advance. The salary of the Chairman shall be ISK 155,000 per month.
   • The salary of members of the Nomination Committee shall be ISK 65,000 per month and ISK 100,000 per month for the Chairman.
5. Proposal regarding the remuneration policy (agenda item 5)
   The Board of Directors of the company proposes no amendments to the remuneration policy.

Informal English translation of the prevailing Icelandic original

1. Election of the Board of Directors (agenda item 6)
   The notice to the annual general meeting references the proposals of the Nomination Committee and the report of the Nomination Committee is accessible on the company's website. The proposals are for recommendation only and the rules for declaring candidature in the articles of association and company legislation apply unaffected for those who intend to put themselves forward for election to the Board of Directors.
   According to the company's current articles of association the deadline for declaration expires seven days prior to the annual general meeting, on 23 March 2023 at 16:00. Declarations on candidature shall be made to the Board of Directors in writing.
   The declaration of candidacy for the Board of Directors shall include, in addition to the candidate's name, ID number and address, information regarding primary occupation, other Board of Directors' participation, education, experience and shareholdings in the company. Information regarding interests with the company's main customers and competitors, as well as shareholders who own more than 10% in the company. Declarations shall be sent to the office of Eik fasteignafélag hf. at Sóltún 26, 105 Reykjavík or by email to [e-mail].
2. Election of authorised auditors or auditing firm (agenda item 7)
   The Board of Directors proposes to the annual general meeting of the company that Deloitte ehf. shall be elected as the company's auditor for the next year, and it engaged on market terms. This reflects the proposals of Eik fasteignafélag hf.'s audit committee.
3. Authorisation to buy back shares (agenda item 8)

The Board of Directors proposes the following:

"The company is authorised to buy back its own shares up to a maximum of 10% of the issued share capital in accordance with Section 55 of the Act on Public Limited Liability Companies No. 2/1995, for the purpose of (1) facilitating market making with shares in the Company, (2) make a general offer to shareholders for the buy back of own shares, including through auction, provided that shareholders are treated equally when offers are made for participation in such transactions, and/or (3) to establish a formal buyback programme pursuant to Section 5 of Regulation No. 596/2014 of the European Parliament and of the Council, which has been transposed into Icelandic law, cf. Act No. 60/2021 on Measures Against Market Abuse, in addition to Commission Delegated Regulation No. 2016/1052, with regard to regulatory technical standards for the conditions applicable to buy-back programmes and, as applicable, rules No. 320/2022 on Measures Against Market Manipulation. This authorisation shall be valid for 18 months from its approval.

Payment for the purchased shares shall not be higher than the amount of the last independent transaction or highest existing purchase bid on Nasdaq Iceland, whichever is higher. These purchases are, however, permitted if they are made by a market maker, for the purposes of Act No. 115/2021 on the Market for Financial Instruments or based on a buy-back programme or stabilisation for the purposes of Regulation No. 596/2014 of the European Parliament and of the Council, cf. Act No. 60/2021 on Measures Against Market Abuse."

Eik fasteignafélag hf. Board of Directors