Marel Food Systems hf. - Notice to convene extr.general meeting

Agenda and proposals - Annual General Meeting will be held March 10th 2009

The Annual General Meeting of Marel Food Systems hf. will be held at the
company's headquarters at Austurhraun 9, Gardabær Tuesday March 10th at 15:00.

1. Chairman of the Board´s report.
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. Proposals on compensation to board members and auditors.
4. Proposal by the Board regarding the Company's remuneration policy.
5. Election of board members and substitutes, in accordance with article 5.1. of
the Articles of Association. 
6. Election of auditors, in accordance with article 10.1. of the Articles of
Association. 
7. Proposal for amendments to the Company's Articles of Association
a) art. 2.2. to change the nominal value of Company shares to one Euro.
b)art. 15.3. proposal grant authorization to the Board  of Directors  to issue
compensation shares 
c) art. 15.2. proposal to grant authorization to the Board of Directors to
issue new shares in the company. 
8. Proposal to grant authorization to the Board of Directors to purchase
treasury shares. 
9. Any other business, lawfully presented.


PROPOSALS:

Proposal to pay dividends:
The Board of Directors proposes that no dividends for the financial year 2008
will be paid. 

Proposal on compensation to board members for the year 2009:
The annual general meeting of Marel Food Systems hf. approves that the
compensation to board members for the year 2009 will be reduced by 20% average
and shall be as follows: Each member of the Board will receive € 1.600 per
month, the vice chairman will receive € 2.400 per month and the chairman will
receive € 4,000 per month. The compensation will be paid on the 15th day of
each month. 

Proposal for a remuneration policy for the company:
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. 
Termination payments to board members are prohibited.

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 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. 


Proposal to amend the Articles of Association:

a) Proposal to amend article 2.2 to reflect that the nominal value of each
share will be one Euro instead of ISK 1.00. It is proposed that the article
read as follows: 
2.2	„Each share has a nominal value of one Euro.“

b) Proposed change to article 15.3
An addition has been made to the Company‘s Articles of Association with article
15.3, which reads as follows: 
The Board of Directors of the Company is authorized to issue compensation
shares during the current financial year which would allow shares in the
company to be as much as quadrupled in number. The amnount of the Company‘s
equity can thereby be increased to ISK 2,321,201,248, or the equivalent amount
in Euros if the registration of the Company‘s shares has been changed to Euros
by the time that this authorization is exercised. The replacement rate shall in
this case be the same as was applied when the registration of shares was
changed to Euros. 

c) Proposed change to article 15.2

It is proposed that the article be changed in order to authorize the Board of
Directors to issue new shares by up to ISK 240,000,000 in nominal value. The
authorization would be valid for three years from the date of its approval. If
the proposal is approved, article 15.2 will read as follows: 
The Board of Directors of the Company is authorized to increase the share
capital of the Company amounting up to ISK 240,000,000 in nominal value or the
equivalent amount in Euros if registration of the Company‘s shares has been
changed to Euros by the time that the authorization is exercised. The Board of
Directors shall determine more specifically how this increase will be executed,
with reference to price and terms of payment. The current shareholders waive
their pre-emptive rights to the new shares pursuant to article 34 of Act no.
2/1995 on Public Limited Companies. The Board of Directors may, however,
authorize individual shareholders in each instance to subscribe for the new
shares in part or in whole. There will be no restrictions on trading in the new
shares. The shares shall belong to the same class and carry the same rights as
other shares in the Company. The new shares shall grant rights within the
Company as of the date of registration of the increase in share capital.  The
Board of Directors of the Company is authorized to decide that subscribers pay
for the new shares in part or in whole with other valuables than cash. This
authorisation shall be valid for three years from the date of its approval, to
the extent that it has not been exercised before that date. 

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 company is authorized, pursuant to the provisions of Article 55 of the
Companies Act 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. 
This authorisation is effective for the next 18 months. Earlier authorisation
is withdrawn. 


Other matters, rightfully proposed.