Shareholders' meeting 13 November 2019

The Board of Directors of Tryggingamiðstöðin hf. invites shareholders to a meeting in the company that will be held on Wednesday, 13 November 2019 at 16:00 in the meeting room of the company at Síðumúli 24, Reykjavík, 4th floor.

The agenda of the meeting is as follows:

1.  Proposal for the approval of the decision of the Board of Directors for the purchase of all the shares in the credit company Lykill fjármögnun hf.

2.  Proposal for the amendment of the company's Articles of Association.

3.  Proposal for the authorisation of the Board of Directors to increase the share capital of the company.

4.  Other items lawfully submitted.

Regarding the proposal according to Item 1

The company has reached an agreement with Klakki ehf. for the purchase of all the shares of Lykill fjármögnun hf. A purchase agreement to such effect was signed on 10 October 2019. The transaction is subject to the approval of the Financial Supervisory Authority, the Competition Authority and the shareholders' meeting of Tryggingamiðstöðin hf. The Board of Directors of the company proposes that the shareholders approve the company's purchase of all the shares in Lykill fjármögnun hf., as it is the opinion of the Board that the purchase is beneficial to the company.

Regarding the proposal according to Item 2

Submitted to the meeting is the following proposed amendment to the company's Articles of Association:

a.  Article 1 of the Articles shall read as follows:

      “The company is a limited liability company. Its name is TM hf.”

b.  Article 3 of the Articles shall read as follows:

      The object of the company is the ownership of shares in companies in the field of finance, credit and investment operations, insurance operations and related operations. In addition, the ownership and operation of real property, own investment operations and services to subsidiaries.

Regarding the proposal according to Item 3

To finance the purchase of Lykill fjármögnun hf., the Board proposes that it be granted authorisation to increase the share capital of the company by up to ISK 125,000,000 nominal value through the issue of new shares. The Board's proposal grants current shareholders pre-emptive rights to the new shares that will be issued on the basis of the authorisation in accordance with Act No. 2/1995 on Public Limited Companies and the company's Articles of Association. A general IPO will be held to collect subscriptions to the new shares wherein current shareholders will have priority rights in proportion to their shareholding in the company. General investors will be granted the option of subscribing to the shares that pre-emptive right holders do not purchase. During the tendering process, authorisation will be granted to determine the offer rate of the shares, subscription and payment deadlines and sales rules in other respects.

Arion banki hf. will be appointed to supervise the tender, which will take place as soon as the prospectus, which must be issued in connection with the tender, has been prepared.

The proposal of the Board, moreover, involves an amendment to the company's Articles of Association in such a manner that the following interim provisions will be added:

“The Board of Directors is authorised to increase the share capital of the company through the issue of new shares with a nominal value of up to ISK 125,000,000. Shareholders will have priority rights in proportion to their shareholding in the company, while general investors will be granted the option of subscribing to the shares that pre-emptive right holders do not purchase. The amount of the share capital increase shall be used to finance the company's purchase of all the shares in Lykill fjármögnun hf. The Board of Directors will decide on the rate of these shares, sales rules, deadlines for subscriptions and deadlines for payment. The Board of Directors shall be authorised to make the necessary amendments to the Articles of Association of the company in connection with the issue. This authorisation shall expire no later than 31 March 2021.”

Regarding Item 4

Shareholders have the right to have certain issues placed before the meeting, and a demand to that effect shall be accompanied by a substantiation or a draft resolution that shall have been received by the Board of Directors of the company in writing or electronically at stjorn@tm.is no later than 3 November 2019.

Further information on the meeting and its execution

A shareholder may appoint a proxy to attend a shareholders' meeting on his/her behalf. The proxy must submit a written or electronic power of attorney on a form or in accordance with a form available on the website of the company, tm.is/fjarfestar. An electronic power of attorney must be sent to the company to the e-mail address stjorn@tm.is before the meeting begins.

Casting votes electronically will not be possible during the meeting. In the event that a shareholder wishes to cast his/her vote in writing in advance and receive a ballot paper, such shareholder must make such request to the company no later than five days prior to the meeting. In addition, the option of casting a vote in the offices of the company during normal office hours (09:00 to 16:00) will be available up to and including Tuesday, 12 November 2019. All ballot papers which were sent out, moreover, must be submitted before the office closes on that date. Further rules on voting and the validity of votes shall be in accordance with the regulations of the company on voting outside of shareholders' meetings, set by the Board of Directors of the company on 18 December 2013.

The agenda of the meeting and the proposals submitted before it, as well as other necessary information on the meeting, may be found on the company's website (www.tm.is/fjarfestar).

Shareholders and proxies can register their attendance to the meeting at the location of the meeting half an hour before the meeting begins and obtain the meeting documents.

The Board of Directors of Tryggingamiðstöðin hf.