Festi hf.: Announcement of share buyback by way of a reverse tender offer
At the Annual General Meeting of Festi hf. held on 5 March 2026, it was resolved to authorise the Company to purchase, until the next Annual General Meeting, shares in the Company representing up to 10% of the Company’s total share capital. On the basis of the aforementioned authorisation, the Board of Directors of Festi has resolved to implement a share buyback programme for the purchase of own shares for the purpose of reducing the Company’s issued share capital and/or enabling the Company to fulfil its obligations under employee share option agreements.
The maximum aggregate amount of the share buyback is ISK 1,000 million. The maximum price payable per share may not exceed the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the shares are traded.
Festi has engaged Arion Bank to manage the share buyback. The purchases will commence by way of a reverse tender offer. All shareholders of Festi may submit offers to sell their shares to the Company through Arion Bank. Festi reserves the right to accept or reject any offer, in whole or in part. Shareholders shall specify in their sell orders the number of shares offered for sale and the minimum price per share they are willing to accept. Offers will be accepted in ascending order of price until the intended amount of the buyback has been reached, subject to the applicable limits. All shares purchased by the Company will be purchased at the same price, corresponding to the highest price of the accepted sell orders.
The share buyback is carried out in accordance with Act No. 2/1995 on Public Limited Companies, Article 5 of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council on market abuse, which has the force of law in Iceland pursuant to Act No. 60/2021 on Measures against Market Abuse), as well as Commission Delegated Regulation (EU) 2016/1052 laying down regulatory technical standards regarding the conditions applicable to buyback programmes.
Offers shall be submitted to Arion Bank’s Capital Markets, which will also respond to enquiries, by email to verdbrefamidlun@arionbanki.is, marked “Festi endurkaup”, no later than 08:30 on 4 November 2026.
The results will be announced through the Nasdaq Iceland news system no later than 09:30 on 4 November 2026. The settlement date for accepted offers will be T+2, i.e. 6 November 2026.
Prior to the commencement of the share buyback under the reverse tender offer, Festi holds a total of 6,678,864 own shares, corresponding to 2.14% of the Company’s share capital.