Marel hf. - Company Announcement

MAREL- DECISIONS OF MAREL’S ANNUAL GENERAL MEETING

At the Annual General Meeting of Marel hf. which took place at the company’s
headquarters on  March 2, 2016 the following proposals were approved
unanimously. 

Below are the decisions of the Annual General Meeting (the “Meeting”):

1. The Consolidated Financial Statements and the Report of the Board of
Directors and CEO for 2015 were approved. 

2. Proposal on how to address the profit for the operational year 2015 was
approved 

The Meeting approved that a dividend of 1.58 euro cents per share will be paid
for the operational year 2015. Based on the current number of outstanding
shares, the estimated total dividend payment will be approximately €11.3
million euro, corresponding to approximately 20% of profits for the year. The
company’s shares traded on and after 3 March 2016 (EX-Date) will be ex-dividend
and the right to a dividend will be constricted to shareholders identified in
the company´s shareholders registry at the end of 4 March 2016, which is the
proposed record date. Payment date of the dividend is 23 March 2016. 

3. Proposal on remuneration to board members for the year 2016 and of the
Auditor for the year 2015 was approved 

The Meeting approved that the remuneration to Board members for the year 2016
shall be as follows: the Chairman will receive €8,250 per month and other
members of the Board of Directors will receive €2,750 per month. Members of
sub-committees of the Board will further receive remuneration in the amount of
€750 per month. The chairman of the audit committee receives remuneration in
the amount of €2,750 per month. The remuneration will be paid on the 15th day
of each month. The Meeting approved that the Auditor’s fees will be paid
against their invoices approved by the Company. 

4. The Company’s Remuneration Policy was approved

It is as follows:

The Remuneration Policy of Marel hf. and its subsidiaries (the “Company”), is
designed to attract, motivate and retain exceptional employees in a competitive
and international market. The policy reflects the Company’s objectives for good
corporate governance as well as sustained long-term value creation for
shareholders. 

The Remuneration Policy applies to the Company’s senior management, including
its Executive Team and Board of Directors. 



Executive Team Remuneration

The remuneration of Marel’s Executive Team is proposed by the Remuneration
Committee and subsequently approved by the Board of Directors. It is evaluated
annually against performance and a benchmark of international companies, which
in size and complexity are similar to Marel. Benchmark information is obtained
from internationally recognized compensation service consultancies. 

Total remuneration shall be comprised as follows:

  -- A fixed base salary, set at a level aimed at attracting and retaining
     executives with professional and personal competences required to drive the
     Company’s performance.
  -- Short-term incentives,
 based on the achievement of a number of individual, pre-defined financial
     and strategic business targets approved by the Board of Directors.
     Short-term incentives cannot exceed 40% of the fixed base salary, and are
     partly related to financial targets and partly to non-financial, strategic
     business targets. Short-term incentive payments are subject to recovery,
     provided that they have clearly been based on data, which proved to be
     manifestly misstated, false or mis­leading.
  -- Long-term incentives
 in the form of stock options, promoting a balance between short-term
     achievements and long-term thinking. The Company’s stock option program is
     further specified below.
  -- Pension contributions,
 made in accordance with applicable laws and employment agreements. 
  -- Severance payments
 in accordance with termination clauses in employment agree­ments.
     Severance payments shall comply with local legal framework.



Long Term Incentive Stock Option Program

Marel has implemented stock option programs with the objective of aligning
interests of the executive management and selected key employees with the
long-term goals of the Company and its shareholders. 

The Company’s stock option program is designed with the intention of providing
program participants with annual stock options for which the calculated
estimated future gain equals up to a maximum of 20% of annual based salary at
the date of issue.  The stock options plan is long term for five to seven years
with the first vesting time three years. Exercise price is adjusted annually
with a hurdle rate as well as future dividend payments. 

The Company’s stock option program does not include any commitments for future
issues and can be cancelled at any time. The program shall be reassessed
annually and the structure of future issues can be changed, subject to
shareholders’ approval. 

Board of Directors

Members of the Board of Directors shall receive a fixed, monthly payment in
accordance with the decision of the Annual General Meeting of the Company. The
Board shall submit a proposal on the fee for the upcoming operating year,
taking into account the extent of responsibilities and time commitment, the
results of the Company and benchmark data on fees paid by European peer
companies, which in size and complexity are similar to Marel. 

Board members are not offered stock options or participation in incentive
schemes. 

Individual board members may take on specific ad hoc tasks outside their normal
duties assigned by the Board. In each such case, the Board may determine a
fixed fee for the work carried out related to those tasks, which shall be
disclosed in the Company’s annual financial statements. 

Disclosure of Information

Information on the total remuneration of members of the Company’s Board of
Directors, Executive Team and senior management accountable for more than 10%
of the assets or earnings of the Company, shall be disclosed in the Company’s
annual financial state­ments. This includes any deferred payments and
extraordinary contracts during the preceding financial year. 

Approval of the Remuneration Policy

This Remuneration Policy shall apply to all future employment agreements with
members of Company’s Executive Team and Board of Directors. 

The Remuneration Policy is binding for the Board of Directors as regards its
provisions on stock options. In other respects, the Remuneration Policy shall
be of guidance for the Board. Any departure from the policy shall be recorded
and reasoned in the Board’s minutes. 

This Remuneration Policy has been approved by the Board of Directors of Marel
hf. in accordance with article 79a of the Icelandic Companies Act No. 2/1995,
taking into consider­ation the NASDAQ OMX Iceland Rules for Issuers of
Financial Instruments and the Icelandic Guidelines on Corporate Governance. The
Remuneration Policy is reviewed annually and shall be approved by the Company’s
Annual General Meeting, with or without amendments. 

The Company’s Remuneration Policy shall be published on its website.

5. Election of Board of Directors

The Board’s proposal that seven Directors will be elected to serve on the Board
of Directors of the Company was approved by the Meeting. 

The following candidates were elected to serve on the Board of Directors until
the Company‘s next Annual General meeting: 

Ann Elizabeth Savage, Spalding, UK

Arnar Thor Masson, Reykjavik, Iceland

Asthildur Margret Otharsdottir, Reykjavik, Iceland

Astvaldur Johannsson, Reykjavik, Iceland

Helgi Magnusson, Seltjarnarnes, Iceland

Margret Jonsdottir, Seltjarnarnes, Iceland

Olafur S. Gudmundsson, Princeton, US

6. Election of auditors

The Meeting approved that the auditors KPMG ehf. will be the Company’s auditors.

7. Proposal to grant authorization to the Board of Directors to purchase
treasury shares in the Company was approved 

The Meeting approved an authorization for the Company to acquire up to 10% of
its own shares. Requirements pursuant to Article 55 of the Icelandic Companies
Act No. 2/1995 shall be taken into consideration when own shares are purchased
on the basis of this authorization. 

This authorization is effective for the next 18 months from approval. Earlier
authorization shall be withdrawn.