Marel hf. - Decisions of extraordinary general meeting

DECISIONS OF MAREL’S ANNUAL GENERAL MEETING

29 FEBRUARY 2012

The Annual General Meeting of Marel hf. which took place at the company's
headquarters February 29th 2012 was well attended by its shareholders. All
submitted proposals were approved unanimously. 



Below are the decisions of the Annual General Meeting:

1.  The Consolidated Financial Statement and the Report of the Board of
Directors were approved. 



2. Proposal on paying dividend was approved.

The Meeting approved that the Company will pay a dividend of 0.95 euro cents
per share will be paid to shareholders for the operational year 2011,
corresponding to about 20% of Company profits for the year. The right to a
dividend is constricted to the day of the Annual General Meeting, end of day.
Ex-date is March 1st 2012. Payment of dividends will occur on March 14th 2012. 



3. Proposal on remuneration to Board of Directors for the year 2012 and of the
Auditor for the year 2011 was approved. 

Approved that the remuneration to Board of Directors for the year 2012 will be
increased from last year and be as follows: The Chairman will receive €7,500
per month, the Chairman of the Audit Committee will receive €5,000 per month
and other members of the Board will receive €2,500 per month. The remuneration
will be paid on the 15th day of each month. It was approved that the Auditor's
fees will be paid against their invoices approved by the Company. 



4. The Company's remuneration policy was confirmed.

It is as follows:

Article 1. Objective

The remuneration policy of Marel 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 the management of the Company. A wage
and benefits committee operates within the Company comprised of three to four
members of the Board. 

Article 2. Remuneration for Board of Directors

Board of Directors 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 members of the Board spend on their
duties, the responsibility involved and the Company's performance. 

Article 3. Remuneration to 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 the
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 of information

At the Annual General Meeting, the Board of Directors shall present information
on the remuneration of the Chief Executive Officer, managing directors and
members of the Board. 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 atn
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 of Directors. The Board shall note in the minutes of its meeting any
major deviation from the Remuneration Policy and such deviation shall be
explained with just arguments. The Board of Directors shall inform the Annual
General Meeting of such a deviation. 



5. Election of Board.

The following were elected to serve on the Board of Directors until the
Company's next Annual General Meeting: 

Arnar Þór Másson, Reykjavik, Iceland

Árni Oddur Þórðarson, Reykjavik, Iceland

Ásthildur Margrét Otharsdóttir, Reykjavik, Iceland

Friðrik Jóhannsson, Reykjavik, Iceland

Helgi Magnússon, Seltjarnarnes, Iceland

Margrét Jónsdóttir, Seltjarnarnes, Iceland

Theo Bruinsma, Oss, The Netherlands



6. Election of auditors.

The auditing firm KPMG ehf. will be the company's auditors.



7. Approved to grant authorization to the Board of Directors to purchase
treasury shares in the company. 

Approved 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 approved, that this authorization is effective for 18 months
following the approval. Earlier authorization shall become void.