Marel Food Systems hf. - Decisions of extraordinary general meeting

Annual General Meeting - 3 March 2010 - Decisions

The Annual General Meeting of Marel Food Systems hf. which took place at the
company's headquartes was well attended by its shareholders. 

Below are the decisions of the Annual General meeting and new Articles of
Association. 


Results of Marel Food Systems Annual General Meeting: 

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

2. The meeting approved that no dividends will be paid for the financial year
2009. 

3. The Company's Remuneration Policy was confirmed.

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 to four 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. 

4. A decision was made on compensation to the Board of Directors for the 2010
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. 

5. The following proposals to amend the Articles of Association of Marel Food
Systems hf. were approved. 

a) Article 1.1 
“The name of the company is Marel hf.”

b) Article 4.14
“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) Article 4.16
“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) Article 4.18
“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) Article 5.1
“The company's Annual General Meeting annually elects 7-9 (seven to nine) people
to sit on the Board of Directors. Their suitability is determined by law.” 

f) Article 15.1
“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) Article 15.3
“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.” 

6. Election of Board
The following were elected to serve on the Board of Directors until the 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
Lars Grundtvig, Aarhus, Danmark
Margrét Jónsdóttir, Seltjarnarnes, Iceland
Theo Bruinsma, Oss, The Netherlands
Smári Rúnar Þorvaldsson, Hafnarfjordur, Iceland

The Board of Directors selected a Chairman from among its members, Mr. Árni
Oddur Þórðarson and a Vice Chairman, Mr. Friðrik Jóhannsson. 

7. Election of auditors
The auditing firm KPMG hf. will be the company's auditors.

8. Approved 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 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.