Marel Food Systems hf. - Notice to convene extr.general meeting

Agenda and proposals - Annual General Meeting 3 March, 2010

AGENDA

1. The report of the Board of Directors on the activities of the Company during
the preceding year of operation. 

2. CEO´s operational report. Submission of the annual accounts of the Company
for the preceding year for confirmation, and decision on how to address the
profit or loss from the Company's operations for the year. 

3. Decision in respect of dividends for the year 2009.

4. Decision on remuneration to the members of the Board of Directors for the
next year of operation and of the Auditor for the preceding year of operation. 

5. Proposal on the Company's remuneration policy.

6. Proposals on amendments of the Company's Articles of Association.

a) Art. 1.1. - Proposal to change the name of the Company to Marel hf.
b) Art. 4.14. - Proposal to amend list of matters addressed at Annual General
Meeting 
c) Art. 4.16. - Proposal to extend the period for announcement/notification of
the Company's shareholders meetings. 
d) Art. 4.18. - Proposal to have the Company's Annual General Meeting announced
with no less than three week‘s notice. 
e) Art. 5.1. - Proposal to increase number of Directors of the Company from 6
to 8. 
f) Art. 15.1. - Proposal to increase the number of shares from ISK 12,000,000
to ISK 45,000,000 which the Company's Board of Directors is authorised to issue
as new shares in relation to to fulfil share option contracts concluded with
employees etc. in accordance with the Company's applicable stock option
programme 
g) Art. 15.3. - Proposal to delete reference to amount as share capital of the
Company is variable from time to time. 

7. Elections to the Board of Directors.

8. Election of an auditor or auditing firm.

9. Proposal on a renewed authorisation for the Company to buy shares in itself.

10. Any other business, lawfully presented.



Proposals

1. Proposal on dividends payment to the Annual General Meeting
The Board of Directors proposes that no dividends will be paid for the
financial year 2009. 

2. Proposal on compensation to board members for the year 2010.
The Board of Directors proposes that the compensation to Board members for the
year 2010 will be unchanged from the previous year and shall be as follows: the
Chairman will receive € 4,000 per month,  the Vice Chairman will receive €
2.400 per month and other members of the Board of Directors will receive €
1.600 per month. The compensation will be paid on the 15th day of each month. 

3. Proposal to amend the Articles of Association of Marel Food Systems hf.

a) Proposed change to Article 1.1 
It is proposed that the article reads as follows:
“The name of the company is Marel hf.”
b) Proposed change to Article 4.14
It is proposed that the article reads as follows:
“The following matters shall be addressed at Annual General Meeting:
 1. Board of Director's report on operations for the previous operating year.
 2. Confirmation of the financial statements and decision taken on how to
handle the company's  profit or loss for the financial year. 
 3. Decisions on remuneration to the members of the Board of Directors.
 4. Proposal by the Board of Directors regarding a remuneration policy.
 5. Election of the Board of Directors.
 6. Election of auditor.
 7. Lawful proposals from shareholders that shall be placed on the agenda.
 8. Any other business.

If shareholders controlling at least 1/3 of all shares make a written request
at the annual meeting, decisions regarding Clause 2 shall be postponed and
taken up at an extraordinary annual meeting to be held not earlier than one
month, and not later than two months, later. Further postponements may not be
requested. 
The financial statements of the company, the Board of Director's report on
operations and the auditors' report shall be available for shareholders to
examine at the company's headquarters 7 days prior to the Annual General
Meeting.” 

c) Proposed change to Article 4.16
It is proposed that the article reads as follows:
“When a lawful request for a meeting has been made, the Board of Directors
shall be required to call a meeting within 21 days from when the request
arrives. If the Board has not called a meeting within this period, it is
permitted to demand that a meeting be called in accordance with Article 87
paragraph 2 of the Act on Public Limited Liability Companies.” 

d) Proposed change to Article 4.18
It is proposed that the article reads as follows:
“Shareholder meetings shall be announced with a minimum of three weeks' notice
and a maximum of four weeks' notice, unless shareholders of the Company have
approved shorter notices as provided for and with the conditions stipulated in
Article 88 a of the Act on Public Limited Liability Companies.” 

e) Proposed change to Article 5.1
It is proposed that the article reads as follows:
“The company's Annual General Meeting annually elects 8 people to sit on the
Board of Directors. Their suitability is determined by law.” 

f) Proposed change to Article 15.1
It is proposed that the article reads as follows:
“The company's Board of Directors is authorised to increase share capital by as
much as ISK 45,000,000 nominal value by issuing new shares. Shareholders do not
enjoy pre-emptive rights to subscribe for these new shares, which shall be used
to fulfil share option contracts concluded with employees etc. in accordance
with the Company's currently applicable stock option programme. The purchase
price of shares and terms of sale shall be as provided for in contract
concluded by the Board or CEO with the individual concerned. This authorisation
shall apply for six years from its adoption.” 

g) Proposed change to Article 15.3
It is proposed that the article reads as follows:
“The Company's Board is authorised to issue bonus shares in the current
financial year increasing the company's share capital to as much as four-fold
the present amount, or an equivalent amount in EUR if the Company's share
capital has already been registered in that currency when the authorisation is
utilised. In such case the conversion rate shall be the same as applied when
the share capital was converted to EUR.” 

4. Proposal submitted to the Annual General Meeting of Marel Food Systems hf.
for a remuneration policy for the company 
The Board of Directors proposes that the Remuneration Policy for the year 2009
will be approved unamended for the year 2010. It is as follows: 

Article 1. Objective
The remuneration policy of Marel Food Systems hf. has the aim of making the
company and its subsidiaries competitive in hiring outstanding employees, a
necessary prerequisite to fulfilling the company‘s vision for its presence on
the global market. The remuneration policy covers all main aspects of salary
and benefits for the Chief Executive Officer (CEO) and management of the
company. A wage and benefits committee operates within the company comprised of
three Board members. 

Article 2. Remuneration for Board members
Board members shall receive a fixed, monthly payment in accordance with the
decision of the annual general meeting of the company, as stipulated in article
79 a of Act No. 2/1995 on Public Limited Companies. The Board of Directors
shall submit a proposal on the fee for the upcoming operating year and shall
take into account the time board members spend on their duties, the
responsibility involved and company performance. 

Article 3. Remuneration for the CEO
A written employment contract shall be made between the company and the CEO.
His terms of employment shall be competitive on an international standard. The
amount of salary and other payments to the CEO shall be decided on the basis of
his education, experience and previous occupation. Other terms of employment
shall be specified in the contract, along with pension payments, vacation
rights, benefits and terms of notice. 
When preparing employment contract the emphasis shall be that no additional
payments will be made at termination other than those stipulated in the
employment contract. However, special circumstances in the opinion of the Board
of Directors may lead to a separate termination agreement being concluded with
the CEO. 

Article 4.  Acknowledgements to senior management
The CEO is authorized to propose to the Board of Directors and Compensation
Committee that senior management should be rewarded in addition to their set
terms of employment in the form of delivery of shares, performance based
payments, stocks, stock options or other forms of payment having to do with
company shares or the future value of such shares, pension fund contributions,
retirement or redundancy payments. 
When deciding whether senior managers should be granted rewards in addition to
the set terms of employment, the status, responsibility and future prospects of
the respective manager within the company shall be taken into consideration. 

Article 5. Disclosure information
At the Annual General Meeting, the Board of Directors shall present information
on the remuneration of the Chief Executive Officer, managing directors and
board members. Information shall be presented on the total amount of salary
payments during the year, payments from other companies in the group, the
amount paid in bonuses and stock options, other forms of payment related to the
value of company shares, termination payments if applicable, and the total
amount of any other payments. 
The Company's remuneration policy shall be published on the Company's website.

Article 6. Approval of the Remuneration Policy and other matters
The company's Remuneration Policy shall be presented to the shareholders in the
annual general meeting for their approval or rejection. 
The Remuneration Policy is binding for the Board of Directors in regards to
stock options and payments on the basis of share price movements as per
paragraph 2 article 79.a of Act No. 2/1995 on Public Limited Companies. In all
other aspects the policy shall be viewed as guidelines for the company and its
Board.  The Board of Directors shall note in the minutes of its meeting any
major deviation from the Remuneration Policy and such deviation shall be well
justified. The Board of Directors shall inform the annual general meeting of
such a deviation. 

5. Election of Board
The deadline for nominations to the Board of Directors of Marel Food Systems
hf. will expire at 3 pm, February 26th 2010. 

6. Election of auditors
The Board of Directors proposes that the auditors KPMG hf. will be the
company's auditors. 

7. Proposal to grant authorization to the Board of Directors to purchase
treasury shares in the company submitted to the Annual General Meeting of Marel
Food Systems hf. 
The Board of Directors proposes that the company is authorized, pursuant to the
provisions of Article 55 of the Act on Public Limited Liability Companies No.
2/1995, to acquire up to 10% of its own shares at a price which is no higher
than 10% over and no lower than 10% under the posted average price of shares in
the Company for the two weeks immediately preceding the acquisition. 

It is furthermore proposed, that this authorisation is effective for the next
18 months from approval. Earlier authorisation shall be withdrawn. 

8. Other matters, rightfully proposed.