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2010-02-09 20:42:05 CET 2010-02-09 20:43:03 CET REGULATED INFORMATION Marel Food Systems hf. - Notice to convene extr.general meetingAgenda and proposals - Annual General Meeting 3 March, 2010AGENDA 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. |
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