Marel hf. - Managers' transactions

Marel hf. - Issuance of Stock Options

The Board of Directors of Marel hf. resolved on 3 May 2016 to grant to the
members of Marel’s Executive Team up to 2.2 million shares through stock option
agreements. 

The aim of the stock option agreements is to align long-term interests of
senior management and of the Company. This is in accordance with the Company’s
remuneration policy approved at Marel’s Annual General Meeting in March 2016.
The stock options will be granted to all members of the Executive Team,
including the CEO. All will receive the same number of options, 180,000, with
the exception of the CEO who will receive 360,000. 

Key terms and conditions of the agreements are as follows:

  -- The stock option agreements entitle purchase of shares at the base offering
     price of EUR 1.795 per share [1] that increases annually by 2% (hurdle
     rate). The exercise price shall be adjusted for any dividend payments made
     by the Company after the grant date.
  -- The options are allotted in three layers, so that the first 60% are
     exercisable in April 2019, the second 20% in April 2020 and the remaining
     20% in April 2021. Exercise periods are two per year in April and October
     subject to disclosure of the Q1 and Q3 financials. Option holders can delay
     exercise of these options to 2022, when the agreements expire and all
     unexercised options are cancelled.
  -- Option holders are required to hold shares in value corresponding to 45% of
     the gross gain (before tax and brokerage fees) from exercising the options,
     whilst employed by Marel.

The total number of unexercised stock options granted by Marel hf., including
this new stock option scheme, currently amounts to 11.5 million shares
corresponding to approximately 1.6% of total issued share capital. The
Company’s cost of the new share option scheme is estimated to be approximately
EUR 660 thousand over the next 5 years based on the option pricing model of
Black-Scholes. 

Details of the share options granted to Marel´s Executive Team:



Name      Title                New      Older granted  Sharehold  Shareholding  
                                stock    and           ing of      of           
                                option   unexercised    insider    financially  
                               s         options                   related      
                                                                   parties      
Árni      Chief Executive      360,000              0     64,634          67,235
 Oddur     Officer                                                              
 Þórðars                                                                        
on                                                                              
                                                                                
Linda     Chief Financial      180,000        545,000     62,500               0
 Jónsdót   Officer                                                              
tir                                                                             
                                                                                
Anton de  Managing Director    180,000        740,000          0               0
 Weerd     (EVP) Poultry                                                        
                                                                                
Remko     Managing Director    180,000              0          0       5,630,718
 Rosman    (EVP) Meat                                                           
                                                                                
Sigurður  Managing Director    180,000        425,000          0               0
 Ólason    (EVP) Fish                                                           
                                                                                
David     Managing Director    180,000        635,000          0               0
 Wilson    (EVP) Further                                                        
           Processing                                                           
                                                                                
Árni      Executive Vice       180,000        425,000          0         100,000
 Sigurðs   President Strategy                                                   
son        and Corporate                                                        
           Development                                                          
                                                                                
Davíð     Executive Vice       180,000        485,000     75,000               0
 Freyr     President Human                                                      
 Oddsson   Resources                                                            
                                                                                
Paul van  Executive Vice       180,000        485,000          0               0
 Warmerd   President Supply                                                     
am         Chain                                                                
                                                                                
Pétur     Executive Vice       180,000        740,000    219,430               0
 Guðjóns   President                                                            
son        Commercial                                                           
                                                                                
Viðar     Executive Vice       180,000        545,000          0               0
 Erlings   President                                                            
son        Innovation                                                           





[1] The exercise price is determined by the closing rate of Marel shares at
NASDAQ OMX Iceland hf. on 3 May 2016, i.e. ISK 251.50 per share, calculated
with the Central Bank of Iceland EUR/ISK mid-rate on that day; 140.12