Marel hf. - Notice to convene extr.general meeting

Marel hf. – Annual General Meeting 2014

The Annual General Meeting of Marel hf. will be held at the Company‘s
headquarters at Austurhraun 9, Gardabaer, Iceland, on Wednesday, 5 March at
16:00. 

  Agenda:

  -- Annual General Meeting matters as provided for in Article 4.13 of the
     Company‘s Articles of Association.
  -- Amendments of the Company's Articles of Association:
     -- Article 4.20 regarding proposals from shareholders to shareholders
        meetings to be adjusted in line with recent amendments made to Article        86 of the Icelandic Companies Act No. 2/1995;
     -- Article 5.1 regarding the number of Directors elected to sit on the
        Board of Directors to be amended, i.e. from 7-9 Directors to 5-7
        Directors;
     -- Article 11.1 regarding own shares to be adjusted in line with amendments
        made to Article 55(2) of the Icelandic Companies Act No. 2/1995;
     -- Article 15.1 regarding the authorisation of the Board of Directors to
        issue new shares in relation to fulfilment of share option agreements to
        be amended in terms of the maximum amount of nominal value and the
        duration of the authorisation;
     -- Article 15.2 regarding the authorisation of the Board of Directors to
        issue new shares is renewed and amended in terms of the maximum amount
        of nominal value (and the duration of the authorization).
  -- Proposal on a renewed authorisation for the Company to buy own shares.
  -- Any other business, lawfully presented.

  The meeting will be conducted in English.

 In particular, it should be noted that candidatures for the Board of Directors
shall be submitted in writing to the Board of Directors at least five full days
prior to the meeting. 

 In order for shareholders to have proposals or matters considered by the
meeting, they must have been submitted to the Board of Directors at least seven
days prior to the meeting. 

 Further information on deadlines in relation to the right of shareholders to
submit proposals etc. can be found on the Company's AGM website
www.marel.com/agm. Additionally, all further information in relation to the
Annual General Meeting can be found on the website, including its Annual
Report, draft agenda, proposals of the Board of Directors, Company's annual
statements for the year 2013, information on the total number of shares and
voting rights as of 11 February 2014, proxy template, as well as information on
documents to be submitted in relation to the meeting. 

 The meeting's agenda and final proposals will be available to shareholders
seven days prior to the meeting, both on the aforementioned AGM webpage of the
Company as well as at the Company‘s offices at Austurhraun 9, Gardabaer. 

 The agents of shareholders shall submit written proxies at the entrance of the
meeting. Ballots and other applicable documents will be available at the venue
of the meeting as of 15:30 on the day of the meeting. 



The Board of Directors of Marel hf.