Endorsement and Signatures
Operations in the year 2007
The financial statements comprise the consolidated financial statements of Icelandair Group hf. (the "Company") and its subsidiaries together referred to as the "Group".
On 18 September 2007 the Company signed a purchase agreement for the acquisition of the Czech airline Travel Service, the largest private airline in the Czech Republic. Travel Service operates charter flights to and from Prague and Budapest and also owns and operates the low cost airline Smart Wings. According to the agreement Icelandair Group hf. will purchase the shares in two stages, 50%of the shares in 2007 and 30- 50% during 2008.
According to the income statement net profit for the year 2007 amounted to ISK 257 million. According to the balance sheet, equity at the end of the year amounted to ISK 25,033 million, including share capital in the amount of ISK 981 million. Reference is made to the notes to the consolidated financial statements regarding information on changes in equity.
The Board of Directors proposes that no dividend will be paid to shareholders in the year 2008.
Share capital and Articles of Association
The share capital amounted to ISK 1,000 million at the end of the year, from which the Company held own shares in the amount of ISK 19 million. The share capital is divided into shares of ISK 1, each with equal rights within a single class of shares listed on the Icelandic Stock Exchange (OMX Iceland). The Board of Directors has the right to increase the share capital until 12 September 2012 up to ISK 60 million in the purpose to satisfy share option agreements. The Company issued 5 year convertible notes in October 2006. The nominal amount, ISK 2,000 million, will be paid in a single amount in 2011. The notes are convertible at the option of the holder into ordinary shares over the 5 year period at the price ISK 29.7 per share, 20% each year. The Board of Directors has the right to issue new shares in relation to the convertible notes. The Company has the right to purchase up to 10% of the nominal value of the shares of the Company according to the Company's Act.
Share option agreements have been made with employees of the Group, which enables them to purchase shares in the Company at the exercise price of ISK 27.5 per share after a vesting period of 12 to 36 months. Further information on the share option agreements is disclosed in note 35.
The Company's Board of Directors comprises five members and three alternative members elected on the annual general meeting for a term of one year. Those persons willing to stand for election must give formal notice thereof to the Board of Directors at least five days before the annual general meeting. The Company's Articles of Association may only be amended at a legitimate shareholders' meeting, provided that amendments and their main aspects are clearly stated in the invitation to the meeting. A resolution will only be valid if it is approved by at least 2/3 of votes cast and is approved by shareholders controlling at least 2/3 of the share capital represented at the shareholders' meeting.
Shareholders at the end of the year 2007 were 1,271 but were 1,507 at the beginning of the year, a decrease of 236 during the year. Three shareholders held more than 10% of outstanding shares each at year end 2007. They are Langflug ehf. with 23.8% share, Fjárfestingarfélagið Máttur ehf. with 23.1% share and Naust ehf. with 14.8% share. Further information on matters related to share capital is disclosed in note 28.
Statement by the Board of Directors and the CEO
The annual consolidated financial statements for the year ended 31 December 2007 have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU and additional Icelandic disclosure requirements for consolidated financial statements of listed companies.
According to our best knowledge it is our opinion that the annual consolidated financial statements give a true and fair view of the consolidated financial performance of the Company for the financial year 2007, its assets, liabilities and consolidated financial position as at 31 December 2007 and its consolidated cash flows for the financial year 2007.
Further, in our opinion the consolidated financial statements and the endorsement of the Board of Directors and the CEO give a fair view of the development and performance of the Group's operations and its position and describes the principal risks and uncertainties faced by the Group.
The Board of Directors and the CEO have today discussed the annual consolidated financial statements of Icelandair Group hf. for the year 2007 and confirm them by means of their signatures. The Board of Directors and the CEO recommend that the consolidated financial statements will be approved at the annual general meeting of Icelandair Group hf.
Reykjavík, 21 February 2008
Gunnlaugur M. Sigmundsson, Chairman of the Board of Directors
Finnur Reyr Stefánsson
CEO: Björgólfur Jóhannsson