2015-08-04 22:32:41 CEST

2015-08-04 22:33:42 CEST


English Islandic
Marel hf. - Managers' transactions

Marel hf. Issuance of Stock Options


The Board of Directors of Marel hf. resolved on August 4, 2015 to grant to the
members of Marel's Executive Team, excluding the CEO, up to 2.2 million shares
through stock option agreements. 

The aim of the stock option agreements is to align the interests of senior
management and the company in the long run. This is in accordance with the
company's remuneration policy approved at Marel's Annual General Meeting in
March 2015. The stock options will be granted to all members of the Executive
Team, excluding the CEO. All will receive the same number of options, 200,000. 

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 1.346 per share
[1]
 that increases annually by 3% (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 October 2018, the second 20% in October 2019, and the
     remaining 20% in October 2020. Exercise periods are two per year in April
     and October. Option holders can delay exercise of these options to 2021,
     when the agreements expire and all allotted but unexercised options are
     cancelled.
  -- Option holders are required to hold shares corresponding to approximately
     the net gain after tax from exercising the options, whilst employed by
     Marel.

The total number of shares granted by Marel hf. in stock option agreements with
employees, including this new stock option scheme, currently amounts to 11.5
million shares corresponding to approximately 1.6% of total share capital. The
company's cost of the new share option scheme is estimated to be EUR 488,000
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     Shareholding in own
                                 Stock   and unexercised        name and/or fin.
                                Option           options         related parties
Anton de   MD of Industry      200,000           540,000                       0
 Weerd      Poultry                                                             
Arni       Head of Strategy    200,000           225,000                 100,000
 Sigurdss   and Corporate                                                       
on          Development                                                         
David      Corporate Director  200,000           285,000                  50,000
 Freyr      of HR                                                               
 Oddsson                                                                        
David      MD of Industry      200,000           435,000                       0
 Wilson     Meat                                                                
Gerrit     MD of Industry      200,000           435,000                       0
 den Bok    Further                                                             
            Processing                                                          
Linda      CFO                 200,000           345,000                  62,500
 Jonsdott                                                                       
ir                                                                              
Paul van   Head of Global      200,000           285,000                       0
 Warmerda   Supply Chain                                                        
m                                                                               
Petur      Head of             200,000           540,000                 219,430
 Gudjonss   Intern.Sales and                                                    
on          Services                                                            
Sigsteinn  COO, Global Head    200,000           675,000                  25,997
 Gretarss   of Commercial                                                       
on                                                                              
Sigurdur   MD of Industry      200,000           225,000                       0
 Olason     Fish                                                                
Vidar      Global Head of      200,000           345,000                       0
 Erlingss   Innovation                                                          
on                                                                              

[1] The exercise price is determined by the closing rate of Marel shares at
NASDAQ OMX Iceland hf. on August 4, 2015, i.e. ISK 198.00 per share, calculated
with the Central Bank of Iceland EUR/ISK mid-rate on that day; 147.08