RULES OF PROCEDURE
for the Board of Skeljungur hf.
Article 1 - Composition of the Board of Directors
1.1
The Board of Directors of Skeljungur hf., hereinafter referred to as the Company, consists of 5
Board Members and two Alternative Board Members, who are elected at the general meeting
for a term of one year. A shareholders' meeting may also elect board members/board member,
in the event that a board member/-members is or are deceased or has/have resigned. The
election to the Board shall as a rule be written if the number of proposed candidates is higher
than the number to be elected. In that case the election shall only involve the appointed
candidates.
1.2
The Board members shall put the following information to the Company's Board in order to
facilitate the evaluation by the Board of their independence as well as if there are any changes
that occur regarding their situation that might affect this evaluation.
 Name, date of birth and address.
 Education, principal occupation and employment record.
 When the Board member was first elected to Board.
 Other commissions of trust, for instance board membership in other companies.
 Participating interest in the Company and in companies within the same group.
 Share option agreements with the Company.
 Connections to the Company and/or connected companies, large customers and
competitors that may lead to conflicts of interest.
Article 2 - Division of tasks among Board members
2.1
The Board shall meet, immediately upon the conclusion of the general meeting when the
election to the Board takes place,.and divide tasks among individual Board members. The
chairman and the vice charman shall be elected from among the Board members. At the first
meeting then at the same time a decision shall be made as to who will record the minutes of the
Board meetings. The secretary does not need to come from the group of Board members. If the
chariman and/or the vice chairman is unable to perform his duties because of impediment the
Board shall appoint another one in his place.
2.2
The most senior member of the Board chairs the meeting of the Board under Article 2.1 until
the Board has elected a chairman and then the new elected chairman takes over the chair of the
meeting. If all the members of the Board are new the meeting shall be chaired by the outgoing
chairman until a new chairman has been elected.
2.3
The chairman, the vice chairman and the secretary of the Board shall be elected by a simple
majority. If the votes are even a drawing of lots will decide.
2.4
The chairman of the Board carries overall responsibility for the actions of the Board and shall
promote the functionality of the Board's decision making process. In addition the chairman of
the Board shall:
 Ensure that new Board members receive information and guidance on the activities of the
Board, the Company's affairs and the main aspects pertaining to corporate governance,
cf. Appendix II.
 Ensure that the Board will when performing its tasks receive detailed and unambiguous
information and documents so that the Board will be able to perform its duties.
 Be responsible for the communication of the Board with the Company's shareholders.
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Encourage unhindered communication within the Board as well as between the Board and
the Company's executive officers.
Draw up the agenda for the meetings of the Board in collaboration with the CEO,
responsibility for convening the meetings and chairing them.
Follow the progress of resolutions made by the Board within the Company and to
corroborate the implementation of resolutions with respect to the Board.
Ensure that the Board makes an evaluation of its work, the CEO's works and the work of
sub-committees if they have been established.
Take the initiative in revising these Rules of Procedure.
The chairman of the Board shall not assume other responsibilities for the Company than those
that are considered a normal part of his duties as chairman, with the exception of individual
tasks that the Board commissions him to perform for the Board.
2.5
The Board members shall study the laws and regulations that apply to the operation of
enterprises and the operation of the Company and possess understanding of their role and
responsibility as well as that of the Board. Otherwise the Board members shall:
 Take independent decisions in each matter individually.
 Possess an understanding of the goals and tasks of the Company and of how they should
conduct their duties in order to contribute to the attainment of the Company's goals.
 Send for and study all data and information which they think they need in order to gain a
full understanding of the operation of the Company and in order to take informed
decisions.
 Ensure that there is an internal control system and that the resolutions of the Board are
executed as well as to endeavour to comply with the laws and regulations in the operation
of the Company.
 Contribute to a good collegiate spirit within the Board.
 Prevent that their own affairs, whether personal or business related, lead to direct or
indirect conflicts of interest between them and the Company.
2.6
Members of the Board may at any time resign from their office following a written notice to the
Company's Board
Article 3 - The purview of the Board
3.1
The Board is the supreme authority in the affairs of the Company between shareholders'
meetings and is primarily responsible for its operation. The Board shall oversee that the
organisation and operation of the Company is as a rule in good order, as well as that the interests
of all the shareholders are always being taken care of.
3.2
The Board shall set a policy and goals for the Company in accordance with its purpose according
to the Articles of Association. The Board watches that the CEO establishes and follows a policy
in accordance with the role and purpose of the Company.
3.3
The Board shall oversee that sufficient control is kept over the accounting and usage of the
Company's funds and shall at least annually confirm the operating budget and the master
budget. The Board shall monitor that the operating and master budget are complied with, take
a stand on reports on the Company's liquidity, on any important measures, on the guarantees
that are important, on financing, on cash flow and on specific risks.
3.4
The Board shall establish a functional and documented system of internal control in order to
perform this task and to conduct systematic audits of that system in consultation with the
Company's Audit Committee, if such has been established.
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3.5
The majority of the Board has the authority to sign the Firm's name and only the Board has the
authority to grant powers of procuration.
3.6
The Board hires the Company's CEO, draws up the job description, enters into a contract of
employment with him and relieves him of his duties. The Board supervises the work of the CEO
and exercises with him the administration of the Company. The CEO shall consult with the Board
on the hiring and dismissal of directors.
3.7
A written contract of employment shall be drawn up with the CEO including provisions regarding
the salary and other terms of employment for the CEO. If a Remuneration Committee hasn´t
been established, the Board may commission the chairman to negotiate contracts with the CEO
concerning his pay and other terms of employment and these contracts shall be approved by
the Board.
3.8
The Board takes decisions in all matters that can be considered unusual or important. The
definition of unusual or important measures can be found in Appendix I to the Rules of
Procedure for the Board. The Board may however authorise the CEO to decide such matters.
Likewise the CEO can take care of such matters if it is not possible to wait for a decision by the
Board without significant disadvantage for the operation of the Company. In such instances the
CEO shall immediately notify the Board of the handling of the matter.
3.9
In special cases the Board may commission individual Board members, one or several, to check
specific matters and to prepare them for a resolution at a meeting of the Board. Separation of
duties does not represent that Board members are exempt from their supervisory duties or
other statutory control.
3.10
The Board takes a decision about the board seat of the Board members in subsidiaries and
affiliated companies as well as in other companies. When making this decision it is important to
discuss the reasons for a Board member to assume such seat and the effect that such board
membership has on the Company and the supervisory duties of the relevant Board member.
3.11
The Board shall periodically evaluate its own work, procedure and work methods, the
progression of the Company, the performance of the CEO as well as the efficiency of subcommittees, with the assistance of outside parties as may be appropriate. Such performance
assessment includes that the Board shall evaluate strengths and weaknesses in their work and
procedures and consider those aspects that may be improved upon. It is desirable that the Board
members meet at least annually without the chairman present to evaluate his work.
3.12
Alternates shall not have access to the Board´s documents except for documents that are to be
discussed at meetings they attend.
Article 4 - The Chief Executive Officer
4.1
The CEO in responsible in his work to the Company's Board of Directors.
4.2
The CEO shall manage the daily operation of the Company and in this task he shall follow the
policy and instructions given by the Board. The CEO may represent the Company in those
matters that are within his purview according to the job description. The CEO can not take
measures that are unusual or important, cf. Appendix I. The CEO may only resolve such matters
if he has obtained the authority to do so from the Company's Board of Directors, unless it is not
possible to wait for the decision of the Company's Board of Directors without significant
disadvantage for the operation of the Company. In such cases the Company's Board of Directors
must be notified of the resolution of the issue as soon as possible.
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4.3
The CEO hires all the employees of the Company. He also gives notice to employees. The CEO
shall consult with the Board on the hiring and dismissal of directors. Acting on behalf of the CEO
the staff manager or the Managing Director of the relevant department may also attend to these
tasks.
4.4
The CEO shall see to it that the financial records and accounting is kept in compliance with laws
and customary practices and that the management of the company's assets is conducted in a
secure manner. The CEO shall submit the information and data that is important for the auditing
and provide the auditor this information, data, facilities and assistance which the auditor finds
necessary for his job.
4.5
The CEO shall always work in good faith with the interests of the Company at heart and he shall
put other tasks that he is involved in, but are unrelated to the Company, to the Board for
discussion. At the same time the CEO shall at the same time provide the Board with such
information concerning himself that are mentioned in Article 1.2 .
4.6
The CEO shall not sit on the boards or be involved in other tasks for other companies unless he
has obtained a special permission to do so from the Board. When taking that decision the
reasons for the CEO taking such seat on the boards or undertaking other tasks for other
companies must be put to discussion as well as its resulting impact on the Company.
4.7
The CEO shall periodically submit information about the Company's debt free status with respect
to public authorities.
4.8
The CEO shall present any large trade agreements to the Board notwithstanding that there is no
need to obtain the approval of the Board according to Appendix I.
4.9
The CEO shall make sure that mandatory notifications and tax returns are sent to the Register of
Enterprises, the Register of Annual Accounts, the tax authorities and other government
authorities.
4.10
The CEO shall try not to overstep the frame defined in the Company's operating and master
budget for each fiscal year. If that happens he shall notify the Board.
Article 5 - Board sub-committees
5.1.
The Board shall appoint an audit committee in order to discuss further the Company's finances
and the arrangements for disclosure by the executive officers and thus make sure that the
information which the Board receives concerning the operation, performance and future
prospects give as fair as possible a view of the Company's situation at any given time.
5.2.
The Board may decide that a Remuneration committee be established in order to provide
consultation regarding the terms of employment for the CEO and the Company's executive
officers.
5.3.
Additionally, the Board can decide to appoint other committees, whether temporary or
permanent, in order to meet the Company´s needs at any given time.
5.4.
The Board shall annually assess the need for the above mentioned committees, other than those
that are obligatory to establish, such as the audit committee.
5.5.
The organisation, function and duties of the above mentioned committees, if they are
established, shall comply with the guidelines set by the Iceland Chamber of Commerce, SA Confederation of Icelandic Employers, and NasdaqIceland about corporate governance.
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Discretionary powers and voting procedures in the committees shall be subject to Article 8 of
these Rules of Procedure. The committees shall adopt rules of conduct where their function and
principal duties are provided for in further detail.
Article 6 - Representation for the Board
6.1
The chairman of the Board is its representative and represents the Board in matters concerning
the Company, unless the Board decides otherwise. The chairman also represents the Company
with the CEO in external relations, in accordance with custom within the Company and as reason
may dictate.
6.2
The chairman of the Board represents the Board in relations with the CEO.
Article 7 - Convening of meetings etc.
7.1
Meetings of the Board of Directors shall generally be held monthly or when the chairman
decides, however no less frequent than ten times every year. As a rule there is no meeting held
in the month of July. Meetings shall be held at the Company's office. In specific cases meetings
may be held in other places if the chairman feels that the subject of the meeting or other
conditions provide a reason therefore. It is permitted for the Board members to conduct the
Board affairs by telephone or by teleconferencing equipment.
7.2
Ordinary Board meetings shall as a rule discuss the following matters:
 The minutes of the last meeting.
 The CEO's report on Company operations, cf. Article 12.2.
 Summary of the status of accounts and the Company's status based on the operating and
master budget.
7.3
At the first meeting following the annual general meeting the chairman of the Board shall
present to the Board the programme of activity for the comming year including set dates for the
meetings. In the event that the dates for the meetings are changed, or
the timing of the meetings are changed the chairman of the Board or the CEO as his proxy
convene a meeting with at least 7 days advance notice. The chairman of the Board may however
decide upon a shorter notice if he feels that this is unavoidable because of particular
circumstances.
7.4
The chairman is required to convene a meeting if any of the Board members, the CEO or auditor
demands this.
7.5
The agenda for the meeting must be announced with at least 2 days notice. The Board members
must approach the chairman of the Board or the CEO regarding issues which they wish to have
put on the agenda of the Board meetings.
7.6
If a Board Member cannot attend a Board Meeting he shall notify the CEO and the Chairman as
soon as possible and at least with one day´s notice.
7.7
Written meeting documents concerning individual issues on the agenda must be sent to the
Board members at least 2 days prior to the meeting unless the chairman decides otherwise. The
chairman may decide that written meeting documents will be distributed at the outset of the
meeting and then returned by the end of the meeting, cf. Article 12.4.
7.8
In the event that the chairman finds that it is not feasible due to particular circumstances to wait
for a meeting of the Board to take place, he will then take a decision to hold a telephone meeting
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of the Board or that the matter is presented to the Board members in writing or by telephone
and that there be a written vote among the Board members or by telephone. Decisions taken in
this manner shall be put to the next meeting for approval.
7.9
The CEO has a seat at the meetings of the Board and is entitled to take part in discussions and
present proposals unless the Board decides otherwise in individual cases.
7.10
The Board may summon other Company employees to participate in individual items at the
Board meetings and in this case it must be recorded in the minutes when they enter the meeting
and when they leave the meeting.
7.11
It is desirable that the Board hold periodically special meetings in order to go over issues
concerning the Company's internal controls and financial statements. Auditors, the CEO and the
committee members of the Company's audit committee, if it has been established, shall be
summoned to such meetings. Furthermore the auditor shall be summoned to a meeting of the
Board if at least one Board member requests this.
7.12
The Board shall endeavour to have regular discussions about how the Board intends to perform
its duties, which points are to be emphasised, which rules for communication and which working
procedure should be respected and what should be the principal objectives of the Board.
Article 8 - Discretionary power, voting, etc.
8.1
The Board is a quorum when the majority of the Board members attend a meeting provided the
meeting was convened in accordance with Articles 7.5 and 7.. Important decisions may however
not be taken without all board members having had an opportunity to discuss the matter, if
possible.
8.2
The chairman of the Board chairs the meetings.
8.3
A simple majority of votes decides the outcome at the meetings of the Board unless otherwise
stipulated in the Company's Articles of Association or other lawful directives. If the votes are
even then the vote of the chairman decides the outcome.
8.4
Board members are only bound by their conviction but not by the instructions of those who
voted for them.
8.5
Matters should generally not be put to a decision at Board meetings unless the Board members
have recieved the documents and other data or sufficient information about the matter prior to
the meeting and have had some time to get acquainted with the contents of the documents.
8.6
Matters to be resolved should generally be put to the Board in writing. If matters are put to a
Board meeting for presentation then such presentation may be in oral form.
Article 9 - Minutes of the meetings and minute book
9.1
The chairman of the Board shall make sure that minutes are kept of what transpires at Board
meetings and about the decisions of the Board.
9.2
The following shall be recorded in the minute book:
 Where and when the meeting was held.
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Who attend the meeting and who chairs it.
The agenda for the meeting.
A short report on the discussions at meetings and which resolutions have been passed.
When and where the next Board meeting will be held if this has been decided.
Who recorded the minutes of the meeting.
Documents that have been distributed among the Board members for the meeting.
9.3
The Board member or the CEO who are not in agreement with the decision of the Board, are
entitled to have their dissenting opinion recorded in the minutes.
9.4
If the recording of the minutes has not been completed by the end of the meeting the minutes
shall be put to approval at the commencement of the next meeting.
9.5
The minutes shall be signed by those who attend the meeting. Minutes of meetings are to be
considered full evidence of that which has transpired at Board meetings. Board members who
were not present at the Board meeting covered by the relevant minutes shall confirm that they
have made themselves acquainted with the minutes by their signatures.
9.6
Minutes of meetings shall as a rule be sent to the Board members within one week from the
Board meeting.
Article 10 - Professional secrecy and confidentiality
10.1
The Board members are bound by professional secrecy regarding the affairs of the Company,
the circumstances of the employees and other matters of which they become aware in their
work as Board members and are to remain secret according to the Company's Articles of
Association, laws or according to reason, unless these are matters which the Board decides to
make public or this is a consequence of the provisions of the Act on Public Limited Companies
or of the Company's Articles of Association. Pofessional secrecy obligation continues even when
the person quits.
10.2
If a Board member violates professional secrecy or he is otherwise in breach of confidence, the
chairman shall convene a shareholders' meeting which decides whether to elect a new Board
member.
10.3
The Board member shall preserve in a safe manner any documents which he receives in order
to perform his duties as a Board member.
10.4
Board members, other than the chairman, shall as a rule not express themselves to media or
address the public regarding the affairs of the Company, unless with the approval of the
chairman.
Article 11 - Independence and the competence of the Board members to make decisions
11.1
The Board evaluates whether a Board member is independent with respect to the Company
and/or large shareholders in the Company according to the guidelines set by the Iceland
Chamber of Commerce, SA - Confederation of Icelandic Employers, and NasdaqOMX Ísland on
corporate governance, unless there is an appointment committee available. The Company's
Board shall at the same time evaluate the independence of new Board members prior to the
Company's general meeting and make their conclusion acessible to shareholders.
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11.2
A Board member and/or the CEO may not participate in the procedure regarding negotiations
between the Company and the Board member or the CEO concerning court action against them
or about negotiations between the Company and third person or court action against third party
if they have a material interest in that case which might be contrary to the interests of the
Company. It is the duty of the Board member and of the CEO to disclose without delay any such
events and any other information that might cause his lack of competence. The Board decides
whether Board members, one or more, are to be considered disqualified to discuss the relevant
issue.
11.3
All agreements which the Board member and/or the CEO may enter into with the Company and
any agreements between the Company and third party if the Board member and/or the CEO
have a material interest in such agreements must be put to the Board for approval (or veto).
11.4
If the resolutions of the Board involve matters concerning individual Board members it is proper
that such decisions are taken by the Board members who at the same time are independent of
the Company. In addition it is desirable that the relevant Board members leave the meeting
while the Board takes a stand on such matters. If Board members are disqualified to pass
resolutions on matters then they must at the same time be prevented from gaining access to
the information that concerns the matter which they are disqualitied to discuss.
11.5
The competence of Board members shall otherwise be subject to law.
Article 12 - Disclosure
12.1
All Board members are equally entitled to receive information about the Company.
12.2
At every Board meeting the CEO shall give the Board a rough account of the Company's
operations as of the last meeting of the Board. Before the end of November, each year, the
Board shall approve the Company´s financial calendar for the coming year. The Board shall
summon the Company's accountant to be present at the presentation of the semi-annual and
the annual financial statements, if needed.
12.3
The Board may require the CEO during meetings to provide information and documents which
the Board finds to be necessary in order to be able to execute their tasks. The Board members
can also send enquiries to the Company's CEO between Board meetings and this should be done
by e-mail of which the other Board members receive copies (cc.). Responses to the enquiries
shall be presented to the whole Board at the same time. Board members shall not gather
information by directly contacting the Company's employees, except in particular
circumstances.
12.4
Information from the CEO and the sub-committees to the Board need to be in the form and of
such quality which the Board decides. Information and data must be accessible to the Board
members in a timely fashion before Board meetings, and between such meetings, and all Board
members shall receive the same information. Information should be as up-to-date and detailed
as possible at any given time.
12.5
Board members may download Board documents from the Board Meeting system. See Article
10 reg. professional secrecy and confidentiality.
12.6
The chairman of the Board shall annually submit to the Board a list of the board memberships
of the CEO and the Board members on behalf of the Company in subsidiary and affiliated
companies, as well as in other companies.
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12.7
The report by the Board shall accompany the annual accounts every year. The report shall
disclose matters that are important for the evaluation of the Company's financial situation and
its performance during the fiscal year and do not appear in the balance sheet or the profit and
loss account or notes to these accounts. The report by the Board shall furthermore dicuss
important issues that have occurred after the closing of the fiscal year.
12.8
The report shall give an account of the proposal by the Board for the appropriation of profit or
balancing of loss during the past fiscal year. The number of shareholders at the opening and the
closing of the fiscal year shall be disclosed and the percentage of the share capital of those
shareholders who possess at least 10% of share capital must also be disclosed, as well as other
information required by law or the authorities or the stock exchange.
12.9
The chairman of the Board shall ensure that the Company's website contains information about
its governance, cf. Article 6.2 of the earlier mentioned guidelines on corporate governance.
Article 13 - Signing the annual accounts etc.
13.1
The Company's annual accounts shall be submitted to the Board for its handling and the Board
along with the CEO shall endorse the annual accounts. If a Board member or the CEO feels that
the annual accounts should not be approved, or he has any objections to make which he feels
that the shareholders should know about he must then state this in his endorsement.
13.2
The Board shall make sure that the Company's annual accounts contain a statement on its
corporate governance in compliance with the earlier mentioned guidelines on corporate
governance.
Article 14 - Further regulations regarding the Board's activities
14.1
Board members shall study and be bound by the provisions of laws, common regulations
concerning public limited companies and the handling of confidential information.. Board
members shall also in particular get acquainted with any official settlements that the Company
has made with the Icelandic Competition Authority.
14.2
Issues regarding the responsibility, powers and work of the Board in other matters than what is
stated in these Rules of Conduct shall otherwise be governed by the Public Limited Company
Act, the Annual Accounts Act and other general acts of law and the Company's Articles of
Association.
Article 15 - Amendments to the Rules of Procedure for the Board
15.1
Only the Board can amend these Rules of Procedure. In order to amend the Rules of Procedure
the approval of a simple majority is needed. The Board shall after every annual meeting decide
if there is a need to make changes to these Rules of Procedure.
Article 16 - Possession and administration of the Rules of Procedure
16.1
The original copy of these Rules of Procedure as amended, if applicable, shall as a rule be kept
with the Company's minutes of the meetings.
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16.2
Those who are members of the Board when these Rules of Procedures were established shall
sign the original copy. If the Board approves amendments to the Rules of Procedure the Board
members shall sign an original copy of the Procedures as amended. The Rules of Procedure shall
be introduced to new Board members and they shall sign an original copy of them to certify this.
16.3
Board members, the CEO and the Company's auditors shall be given a copy of the Rules of
Procedure and the current applicable Company's Articles of Association at any given time.
The above mentioned Rules of Procedure for the Board of Skeljungur hf. are established according to
paragraph 5 of Article 70 of Act No. 2/1995 on Public Limited Companies.
Thus approved at the meeting of the Board of Directors of Skeljungur hf. on September 8, 2016.
Signature of the Board:
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APPENDIX I
to the Rules of Procedure for the Board of Skeljungur hf.
Definition of measures that are considered unusual or important
Measures that are unusual or important come under the purview of the Board as they are not part of
the daily operation of the Company. The CEO can however take unusual or important measures that do
not come under the daily operation if this is done according to special permission from the Board. The
CEO can take similar decisions if it is not possible to wait for a decision of the Board without significant
disadvantage for the operation of the Company. The Board shall immediately notify of such measure.
Examples of measures that may be considered unusual or important:
Instruments that are of great financial importance for the Company, i.e. ISK 25,000,000
(twenty five million) or more, with the exception of instruments that pertain to the buying
and selling of goods and are a part of the normal operation of the Company and include
regular provisions compared with the scope of the transaction.
Instruments of great strategical or financial importance i.e. ISK 25,000,000 are intended to
be valid for a long period of time, i.e. for 5 years or more.
changes that are planned for the regular operation of the Company.
decision concerning adjustments to an agreement with a key party when these adjustments
exceed what is normal for the operation of the Company, compared with the size of the
parties and agreements with comparable parties.
purchase, sale and mortgaging of real estate and other property for more than ISK
25,000,000 (twenty five million).
provision of guarantees.
sale or dissolution of subsidiaries.
transactions with affiliated parties due to the purchase by Skeljungur of goods/or services
for more than ISK 20m per year/or services that amount to more than ISK 100m per year, if
these are transactions that are exceptional and have not been done before, are more
advantageous than the present agreements with arms length parties or if there is any doubt
about the conclusion of the agreement.
decision on whether a moratorium should be sought, composition or bankruptcy
proceedings for Skeljungur hf.
Thus approved at the meeting of the Board of Directors of Skeljungur hf. on September 8, 2016.
Signatures by the Board and the CEO:
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ANNEX II
to the Rules of Procedure for the Board of Skeljungur hf.
RECEPTION AND EDUCATION OF NEW BOARD MEMBERS
New Board members need to get detailed information about the Company and its operation. A Board
member who obtains such education gets more quickly acquainted with the Company and may
therefore start sooner to contribute at Board meetings. A new Board member should get information
about:
 the Company's operation
 products and services
 history and development
 strategy and business plan
 risk control and attitude to risk
 the work of sub-committees if they exist
 the work and purview of the CEO
 other Board members
 competitors
 the industry
A new Board member should be given (or get access to through e.g. the electronic website of the Board
members) the principal documents regarding the Company so that he can get acquainted with its
operation. The following documents are useful for the Board members:
 the Company's Articles of Association
 the Board's Rules of Procedure
 the Board's work schedule
 procedure policy
 ethical guidelines
 the minutes of the Board's meetings during the last year
 financial information
 the Company's organisation chart
 summary of current acts of law and regulations regarding the Company's operation
 the last annual account and interim account (if it exists)
 reports and letters from internal and external auditors
A new Board member should be provided with an introductory meeting with parties who know the
Company well and are able to answer questions that he has, the meeting could for instance be with
other Board members, the Company's CEO, the chief financial officer and the Company's legal counsel.
The Board as a whole should maintain such education and regularly hold educational meetings for the
Board members where any important changes are gone over.
Thus approved at the meeting of the Board of Directors of Skeljungur hf. on September 8, 2016
Signatures of the Board and the CEO:
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