Vátryggingafelag Íslands : Report of the Nomination Committee of Vátryggingafélag Íslands hf.

Report of the

Nomination

Committee of Vátryggingafélag Íslands hf.

For the AGM of VIS, 16 March 2023

1. Introduction

The Nomination Committee of Vátryggingafélag Íslands hf. (hereinafter "VIS") was established by a decision of a shareholders' meeting on 20 September 2018. The purpose of the Nomination Committee is to provide sufficient information for informed decision-making in the election of the Company's Board of Directors and the Committee has an advisory role in the selection of directors according to its Rules of Procedure (see Annex 1).

The Nomination Committee reviews the knowledge and experience of the Board of Directors as a whole and subsequently evaluates candidates on the basis of competence, experience, knowledge, independence, the Company's needs and whether they can fulfil their duties under the Company's Articles of Association, Act No. 2/1995 on Limited Liability Companies, Act No. 100/2016 on Insurance Activities, as well as other laws and rules that apply to the Company. The Committee's purpose and role, its composition, the performance of its functions and its powers, its evaluation of candidates and its duty of confidentiality and discretion are addressed further in the Committee's Rules of Procedure.

The Committee evaluates candidates with regard to experience, knowledge and appropriate ability to serve as a director of VIS on the basis of certain eligibility criteria, while seeking to ensure that the Board of Directors as a whole possesses sufficient knowledge and experience to be able to perform its duties (see Annex 2).

2. Composition of the Committee

The Nomination Committee shall be composed of three members elected at the Company's Annual General Meeting. The majority of the members shall be independent of the Company and those charged with its day-to-day management. The assessment of the members' independence shall be based on the same criteria as that used for assessing the independence of members of the Board of Directors. Moreover, at least one Committee member shall be independent of shareholders who hold a qualifying holding in the Company, either by themselves or in partnership with others. Members of the Board of Directors, senior managers and other employees of the Company are not permitted to serve on the Committee.

The Nomination Committee elects a Chairman from among its members. The Committee Secretary shall come from the ranks of the Company's employees.

• The members of the VIS Nomination Committee for the 2022-2023 operating year are the following (see Annex 3):
• • Jensína Kristín Böðvarsdóttir, Chairman
  • Gylfi Dalmann Aðalsteinsson
  • Magnús Bjarnason

The Secretary of the Committee is Erla Tryggvadóttir, Director of Communications at VIS.

The members were elected at the Company's Annual General Meeting on 17 March 2022 and are all considered independent of the Company, its day-to-day managers and its shareholders.

3. Work of the Committee

The Committee presented a work plan (see Annex 4) in accordance with the Rules of Procedure. The current Board of Directors was evaluated based on certain eligibility criteria (see Annex 2) and the Board of Directors' self-assessment was also examined. Individual interviews were conducted with the principal members of the Board and the Committee Chairman spoke to the alternate members of the

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Board on the phone. Information was obtained about the work of the Board and the Board members' assessment of the tasks ahead. Information was also gathered as to whether the current Board members wished to continue serving as members of the Board. The Committee's due diligence also included a meeting with the then CEO of VIS, Helgi Bjarnason.

The Committee contacted the 20 largest shareholders of VIS and invited them to meet with the Committee to present their views on the work of the Board. In a news item on the Company's investor page, all shareholders were also invited to contact the Committee. A total of 7 shareholders requested a meeting and the meetings took place between 19 January and 6 February.

The Committee's report for the VIS AGM has been presented to the Board of Directors and will be published along with the notice of the AGM together with other AGM materials.

Candidacies that may be received before the expiry of the five-day deadline to submit candidacy will be evaluated by the Committee, as far as possible, and disclosed in an annex to the Committee's report.

Four of the current principal members of the Board, and both alternate members, stand for re-election. The Committee also advertised for nominations to the Board of Directors through the news system of Nasdaq Iceland and on the Company's website. In addition to four of the current members, five individuals declared candidacy for Board, but all of them withdrew their candidacy except one, Stefán Árni Auðólfsson (see Annex 7, application/CV of the candidate concerned). At the time of this writing, no other candidacies have been received.

The Committee has evaluated the candidates based on certain eligibility criteria (see Annex 2) and has operated on the assumption that the Company will perform a routine background check on the nominated candidates.

The Rules of Procedure of the Nomination Committee are established under Article 15(a) of the VIS Articles of Association, which provides that the Committee's Rules of Procedure shall be approved at a shareholders' meeting. The current Rules of Procedure were approved at the Company's Annual General Meeting on 19 March 2021.

4. Proposed Composition of Board of Directors

The Committee has reviewed applications from all candidates who have declared their interest in being members of the VIS Board of Directors. In evaluating these applications, the Committee considered the tasks and needs ahead and sought to ensure that the Board of Directors jointly possesses sufficient knowledge and experience to be able to perform its duties according to the "Eligibility criteria" (see Annex 2). On this basis, the Committee believes that the four Board members standing for re-election to the VIS Board of Directors should remain as directors, namely Guðný Hansdóttir, Marta Guðrún Blöndal, Stefán Héðinn Stefánsson and Vilhjálmur Egilsson. The Committee also believes that Ásgeir Helgi Reykfjörð Gylfason, who has extensive knowledge of the development and transformation of companies and Icelandic business in general, would be a strong addition to the Board.

The Committee believes that Stefán Árni Auðólfsson is qualified to serve as a Board member, but does not consider him to have the background that the Committee is looking for in the fifth Board member. Stefán Árni is a lawyer but knowledge of this kind is already represented on the Board in Marta Guðrún Blöndal, who has served on the Board in 2018. Ásgeir Helgi Reykfjörð Gylfason is also a lawyer but is nominated to the Board mainly for his extensive experience in the financial sector and the tangible results he has achieved in his work. Ásgeir Helgi is the CEO of SKEL fjárfestingafélag, which is one of the largest shareholders of VIS.

The Committee is in unanimous agreement that the proposed Board of Directors is in the best interest of the Company. The Committee has considered the tasks and needs ahead and believes that these individuals jointly possess sufficient knowledge and experience to be able to perform their duties

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according to the eligibility criteria considered by the Committee (see Annex 2). The nominated Board member have a diverse background and possess a breadth of qualifications, experience and knowledge.

In the Committee's opinion, the required key qualifications, experience and knowledge are jointly possessed by these candidates and, accordingly, the Committee proposes that the following candidates be elected to the VIS Board of Directors:

Proposed principal members of the Board of Directors (see Annex 5):

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Ásgeir Helgi Reykfjörð Gylfason Guðný Hansdóttir

Marta Guðrún Blöndal Stefán Héðinn Stefánsson Vilhjálmur Egilsson

Proposed alternate members of the Board of Directors (see Annex 6):

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Ragnheiður Hrefna Magnúsdóttir

Sveinn Friðrik Sveinsson

Reykjavik, 16 February 2023

Jensína Kristín Böðvarsdóttir, Chairman

Gylfi Dalmann Aðalsteinsson

Magnús Bjarnason

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Annex 1: Rules of Procedure of the Nomination Committee, approved on 19.3.2021

Report of the Nomination

Committee of Vátryggingafélag

Íslands hf.

1. Introduction

The following Rules of Procedure have been adopted pursuant to Article 15(a) of the Articles of Association of Vátryggingafélag Íslands hf. (hereinafter "VIS" or the "Company"). According to this provision, the Company shall have a committee that serves in an advisory role and nominates candidates for the VIS Board of Directors in advance of the Company's Annual General Meetings and any shareholders' meetings where the election of directors is on the agenda. These Rules of Procedure are established based on the Corporate Governance Guidelines issued by the Iceland Chamber of Commerce, Nasdaq Iceland and the Confederation of Icelandic Employers.

2. Purpose and Functions

2.1. The purpose of the Committee is to provide shareholders with sufficient information so that they can take an informed decision on the election of Board members. The Nomination Committee has an advisory role in the selection of directors. The Committee's functions shall include:

1. Requesting nominations for the Board of Directors by posting an advertisement in the news system of Nasdaq Iceland or on the Committee's website in a timely manner before the notice of each year's Annual General Meeting.
2. Ensuring that shareholders are informed of how to submit director nominations to the Committee, as well as ensuring access to candidate application forms.
3. Assessing candidates nominated by shareholders and/or who have applied to serve as directors based on their competence, experience, knowledge, independence and the needs of the Company. The Committee should aim to ensure, to the extent possible, that the composition of the Board of Directors is consistent with the Company's activities and policies, and reflects diversity with regard to factors such as age, gender, background, competence, experience and knowledge. The Committee should take into account, among other factors, the results of a performance evaluation of the Board of Directors' work and its discussions with the Company's current Board members and the CEO.
4. The Committee shall maintain confidentiality regarding all nominations and candidacies that it receives and give those candidates, who are not part of the Committee's proposal as referred to item (f) of this section, an opportunity to withdraw their candidacy after the Committee has reached its conclusion.
5. Identifying the key qualifications and knowledge that the Company's directors should ideally possess.
6. Presenting a reasoned recommendation for the best composition of the Board of Directors. The proposal shall be published at the same time as the AGM is convened. The Committee's proposal should comply with the Company's Articles of Association, the Act on Limited Liability Companies and any other laws and regulations relating to the requirements for qualifications and composition of the Company's Board of Directors.

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