Notice of Meeting of the Holders of the following Notes

Notice of Meeting of the Holders of the following Notes

Noteholders holding more than one tenth of the aggregate principal amount of the of the outstanding Notes have requested the Issuer, ÍL-sjóður (the Housing Financing Fund, HFF), to convene a Noteholders’ Meeting in order to propose a resolution set out below for approval at a Noteholders’ meeting.

The holders of Notes (or their representatives by proxies) forming part of any of the above-mentioned issues are entitled to attend a Meeting of the Noteholders of each of the above issues on Tuesday, December 14, 2021, at the Hilton Reykjavik Nordica, Suðurlandsbraut 2, 108 Reykjavík, Iceland, at the local times indicated below.

- 9:00 a.m. for the Notes  HFF150224 (ISIN XS0195066146)
- 9:30 a.m. for the Notes HFF150434 (ISIN XS0195066575)
- 10:00 a.m. for the Notes HFF150644 (ISIN XS0195066658)

The Issuer nominates Viðar Lúðvíksson, Supreme Court Attorney, to chair the Meetings.

Agenda

1. Voting on the proposed resolution.

The Noteholders’ Meeting, pursuant to the quorum and majority requirement for Noteholders’ Meeting, is to vote on the following resolution:

“The Noteholders hereby request the Issuer of the Notes to terminate or waive the appointment of the relevant common depositary according to the Exchange Offer Memorandum and relevant agreements related to the Terms and Conditions of the Notes. According to the Exchange Offer Memorandum the common depositary for the Notes is Euroclear Bank, S.A./N.V. as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anoonyme, Luxembourg (“Clearstream”).”

“The undersigned Noteholder request that the Issuer appoints Verðbréfamiðstöð Íslands hf. as the successor depositary for Euroclear and Clearstream Luxembourg and to amend the Conditions of the Notes. According to, article 15 of the Terms and Conditions of the Notes.”

2. Any other matters lawfully requested to be placed on the agenda by a Noteholder or the Issuer.

Prior formalities to be carried out to participate in the Meeting.

All Noteholders, regardless of the number of Notes held, have the right to participate in Noteholders’ Meeting concerning the Notes they hold. To evidence their right, Noteholders will be required to provide a Voting Certificate or appoint Proxies not later than 48 hours before the time fixed for each relevant Meeting. The Notes may be deposited with, or to the order of, any Paying Agent for the purpose of obtaining Voting Certificates for the Meeting or appointing Proxies. Paying Agents should send a copy of issued Voting Certificates to  ilsjodur@fjr.is no later than 24 hours before the relevant Meeting.

The Noteholders’ Meetings will be held in accordance with Fiscal Agreement EXHIBIT G “Provisions for Meetings of the Noteholders”. Noteholders are advised to familiarise themselves with the content of these provisions.

For further information please contact the Issuer by email ilsjodur@fjr.is.