Corporate Governance
Annual General Meeting of Fly Play hf.
The annual general meeting of Fly Play hf. will commence at 16:00 (GMT) on Tuesday 7 March 2023, and will be held at Iðnó, Vonarstræti 3, 101 Reykjavík.
Agenda:
1. Report of the board of directors for the operational year 2022.
2. Annual financial statements for 2022, as well as auditor statements, submitted for approval.
3. Voting on the treatment of financial results for 2022.
4. Election to the board of directors.
5. Election of the Company‘s auditor or audit firm.
6. Decision on remuneration of members of the board of directors and any subcommittee.
7. Proposal of a remuneration policy of the Company.
8. Any other matter, lawfully proposed.
Participation will be limited to those in attendance.
Rules relating to participation and voting at the meeting
One vote is attached to each ISK 1 of share capital. The simple majority of votes will decide issues at shareholders’ meetings unless alternative instructions be provided by law or the Articles of Association. Shareholder that will not attend the meeting can vote on relevant agenda items via letter-vote. A request for a letter shall be submitted, no later than five days before the annual general meeting, to legal@flyplay.com. Shareholders have the right to propose matters to be added to the agenda and submit resolutions. A request thereof shall include reasoning for the relevant matter and a draft resolution and shall be submitted no later than at 12:00 (GMT) on 21 February 2023. A shareholder can grant a dated and written proxy. A proxy cannot be valid for more than one year. A proxy can be revoked at any time. A duly completed proxy shall be delivered to the Company before the annual general meeting commences. Proxy forms are available at the Company’s website.
Other information
A final agenda, proposals of the board of directors and meeting materials will be published no later than 21 February 2023 on the Company’s website: https://www.flyplay.com/corporate-governance.
Meeting materials will also be available at the Company’s headquarters at Suðurlandsbraut 14, 108 Reykjavík, on weekdays between 9:00 (GMT) and 16:00 (GMT).
Should any proposals be submitted by shareholders, they will be published at least three days before the annual general meeting along with an updated agenda.
According to Art. 63(a) of Act. No. 2/1995 on Public Limited Liability Companies candidacies for the board of directors shall be announced in writing at least five days before the annual general meeting, or before 16:00 (GMT) on 2 March 2023. Information on candidates will be published no later than 2 days before the annual general meeting.
Meeting materials will be available at the location of the meeting from 15:00 (GMT) on the date of the annual general meeting.
Reykjavík, 14 February 2023
The board of directors of Fly Play hf.
PLAY dagskrá aðalfundar 7.03.2023
PLAY aðalfundur 7.03.2023 tillögur stjórnar
PLAY Starfskjarastefna 2023-2024 tillaga stjórnar
PLAY - Power of Attorney - AGM - 2023
PLAY - Remuneration Committee - Report 2022-2023 - In Icelandic
PLAY - Shares & Voting Information - AGM 2023
PLAY_Candidates_Board of Directors_AGM_7 March 2023
Fly Play hf.: Shareholders’ Meeting
The Board of Directors of Fly Play hf. (“Play” or “Company”) has decided to call a shareholders’ meeting in the Company on Wednesday, 30 November 2022 at 16:30 (GMT), at the offices of the Company, Suðurlandsbraut 14, 108 Reykjavik.
On 3 November 2022, it was announced that Play had collected binding subscription commitments for newly issued shares from its 20 largest shareholders.
The shareholders will subscribe for a total of 157,534,247 shares with the price per share being ISK 14.6. For the purposes of honouring the subscription agreements the board of directors proposes that it will be granted authorisation to increase the share capital of the Company. To secure shareholder equality and to afford other shareholders the opportunity to participate in the share capital increase the board proposes that the authorisation to increase the share capital will extent to up to 228,670,505 new shares.
The Company will initiate an offering to other shareholders than the 20 largest shareholders where shareholders will be afforded the opportunity to subscribe up to 71,136,258 new shares in the company on the same terms as apply to the 20 largest shareholders. The offering is open to other shareholders than the 20 largest shareholders who were registered shareholders in the Company at the end of the day of 3 November 2022, the day of the announcement of the binding subscription commitments from the 20 largest shareholders. The Company’s board of directors will consider shareholder equality when allocating the new shares sold in the offering. The subscription from shareholders will be accepted in a special electronic subscription form that shareholders will be able to access at the website www.arctica.is/play-utbodLink opens in a new tab from 10.00 (GMT) Monday 28 November 2022 to Wednesday 30 November 2022 at 18.00 (GMT).
The Company has hired Arctica Finance hf. to manage the offering and oversee the issue and listing of the new shares as well as handling settlement of the offering.
The goal of the share capital increase is to strengthen the Company for the coming growth and to ensure its strong liquidity position. With the binding subscription commitments from the Company’s 20 largest shareholders, the Company has already secured the share capital increase that the Company is aiming for. The offering is therefore primarily to secure shareholder equality. If other shareholders exercise their right to subscribe for new shares, the Company’s liquidity position is further strengthened.
Parallel to the issuance of new shares, the Company will issue warrants for up to 57,167,631 new shares. The subscription price according to the warrants will be the price per share of the original issuance, with interest amounting to the Central Bank of Iceland’s 7-day collateralized lending interest rate. The warrants will be exercisable for a period of 10 days subsequent to the publication of the Company’s annual accounts for the year 2023.
The agenda of the meeting is as follows:
- A proposal for the amendment of the Company’s article of association to authorise the board of directors to:
undefinedundefined - Any other matter, lawfully tabled.
Attached is the call to the meeting, proposals and report of the board of directors which contain further information.
All further information about the shareholders’ meeting can be found on the Company’s website https://www.flyplay.com/investor-relations
Fly Play’s hf. Board of Directors.
Proposals submitted to a shareholders meeting of FlyPLAY
Shareholders meeting of FlyPLAY
Annual General Meeting - 6 April 2022
PLAY's Annual General Meeting will be held on April 6 at 4 pm at Iðnó, Vonarstræti 3, 101 Reykjavík. A live stream is available below.
Annual General Meeting - Documents
Dagskrá aðalfundar
Tillögur fyrir aðalfund
Information about the Share Capital of the Company and Voting Rights
Umboð - FP 2022
Leiðbeiningar - bréfleg kosning
Fly Play hf Financial Statements 2021
PLAY Starfskjarastefna 2022-2023
Skýrsla starfskjaranefndar
Aðalfundur Fly Play hf.
Aðfundur framboð til stjórnar - Upplýsingar
Niðurstaða aðalfundar
Information Memorandum and Company Description
Information Memorandum
Company Description
Company Policies
Anti-Corruption and Bribery Policy (pdf)
Anti-Harassment and Non-Discrimination Policy (pdf)
Anti-Slavery and Human Trafficking Policy (pdf)
Code of Ethics (pdf)
Communication Policy (pdf)
Equal Pay and Opportunity Policy (pdf)
Human Resource Policy (pdf)
Just Culture Policy (pdf)
Safety and Quality Policy (pdf)
Supplier Code of Conduct (pdf)
Shareholders
Updated monthly from Keldan.
