EGM resolution to amend articles of association and a proposal authorising conditional distribution of dividend

At a shareholders‘ meeting of Arion Bank which took place today 12 February 2018, it was resolved to amend the Bank‘s articles of association by inserting a temporary authority for the Bank‘s Board of Directors to repurchase shares issued by the Bank.  Furthermore, the shareholders‘ meeting approved the Board‘s proposal for conditional distribution of dividend to the Bank‘s shareholders.

The text of the propsals which were approved  by the shareholders‘ meeting are as follows (in english):


A) A resolution authorizing the Board of Directors of Arion Bank to temporarily repurchase shares issued by the Bank adopted as an addendum to the Bank‘s current articles of association.

Addendum no. 1 to the Articles of Association of Arion Bank hf. pursuant to clause 9.3, hereof.

Authority to purchase own shares provided by a shareholders’ meeting held on 12 February 2018

A shareholders’ meeting of Arion Bank hf., which was convened on 12 February 2018, hereby empowers and authorises the Board of Directors of the Bank to purchase, whether in one transaction or many, during the validity period of this authority, up to an aggregate maximum of 10% (ten per cent) or 200 million shares (each with a nominal value of ISK 1), whichever is lower, of the Bank‘s issued, registered and fully paid up shares.  The Board of Directors is further empowered and authorised to enter into such transactions at any time and with any party (including some, but not all shareholders of the Bank) without the (other) shareholders of the Bank being entitled to demand equal treatment in that they are permitted, in connection with, or as a result of such a transaction, to require the Bank to purchase some or all of their respective shareholdings of the Bank.

The maximum price per share which the Board of Directors of the Bank may pay by way of consideration for shares thus acquired may not exceed ISK 94.177 per share. The minimum price per share which the Board of Directors of the Bank may pay for these purposes shall be ISK 1 per share.

This authority is provided on the basis of Art. 55 of Limited Liability Companies no. 2/1995.

This authority shall be valid until 15 April 2018.


B) Resolution to conditionally distribute dividends to the bank‘s shareholders.

Resolution to distribute dividend to shareholders, adopted by a shareholders’ meeting of Arion Bank held at 12 February 2018.

A meeting of the shareholders of Arion Bank hf. convened on 12 February 2018 hereby resolves to distribute dividend in cash to those parties who are electronically registered shareholders of Arion Bank at 12 o’clock noon (GMT) on the immediate working day (each working day a day on which Banks in Reykjavik, Iceland, are generally open for business) after the of the Private Placement, as defined below, (Record Date).  The dividend payment date shall be the day which falls on the tenth (10.) working day after the closing of the Private Placement.

The aggregate amount distributed as dividend to shareholders shall be ISK 25 billion, less any amounts used by Arion Bank as consideration for shares of the Bank repurchased by the Bank in the period from the date hereof until Record Date, on the basis of the authority provided by its Articles of Association as amended on 12 February 2018.  The dividend amount distributable to each shareholder shall be his pro rata share (as determined by ratio of the number of shares held by each of them respectively on the Record Date, divided by the total number of shares in the Bank)  in the aggregate distributable amount, so determined.  The distribution of dividend to each shareholder will be subject to withholding of Icelandic Financial Income Tax.

The allocation of dividend will be notified to individual shareholders by Arion Bank in a written notification sent to each shareholder no later than on the fifth (5.) working day after the closing of the Private Placement.

The foregoing distribution of dividend is conditional upon Kaupskil ehf. having sold and transferred (i.e. closed the sale of) not less than 2% of the share capital of Arion Bank in a private placement (Private Placement)  no later than on 15 April 2018.  Should such transfer not have taken place on the said date, this resolution to distribute dividend shall be held to have been revoked at the end of that date and consequently deemed null and void thereafter.  No shareholder shall be entitled to assert or base any right or claim for payment of dividend until this condition has been fulfilled.

Allocation of capital through dividend as approved by the bank‘s shareholders today, is in line with Arion Bank’s stated long term target to reduce surplus capital. Given a full allocation of these capital actions the Banks Capital Adequacy will decrease by excess of 3% but will still be significantly above the required level of the FME and the long term optimal level.


For further information please contact Haraldur Gudni Eidsson of Arion Bank's Communications division at, or tel. +354 444 7108.