Marel hf. - Decisions of general meeting

Marel - Decisions of Annual General Meeting 2017

                  MAREL – DECISIONS OF ANNUAL GENERAL MEETING

At the Annual General Meeting of Marel hf. which took place at the company‘s
headquarters on 2 March 2017 the following proposals were approved. 

Below are the decisions of the Annual General Meeting (“Meeting”).

  1. The Consolidated Financial Statements and the Report of the Board of
     Directors and CEO for 2016 were approved



  1. Proposal on how to address the profit for the operational year 2016 was
     approved

The Meeting approved that a dividend of 2.14 euro cents per share will be paid
for the operational year 2016. The total dividend payment will be approximately
15.3 million euro, corresponding to approximately 20% of profits for the year.
The company’s shares traded on and after 3 March 2017 (EX-Date) will be
ex-dividend and the right to a dividend will be constricted to shareholders
identified in the company´s shareholders registry at the end of 6 March 2017,
which is the proposed record date. Payment date of the dividend is 23 March
2017. 

  1. The Company’s Remuneration Policy was approved

It is as follows:

Marel Remuneration Policy

The Remuneration Policy of Marel hf. and its subsidiaries (the “Company”), is
designed to attract, motivate and retain exceptional employees in a competitive
and international market. The policy reflects the Company’s objectives for good
corporate governance as well as sustained long-term value creation for
shareholders. 

The Remuneration Policy applies to the Company’s senior management, including
its Executive Team and Board of Directors. 

Executive Team Remuneration

The remuneration of Marel’s Executive Team is proposed by the Remuneration
Committee and subsequently approved by the Board of Directors. It is evaluated
annually against performance and a benchmark of international companies, which
in size and complexity are similar to Marel. Benchmark information is obtained
from internationally recognized compensation service consultancies. 

Total remuneration shall be comprised as follows:

  -- A fixed base salary, set at a level aimed at attracting and retaining
     executives with professional and personal competences required to drive the
     Company’s performance.
  -- Short-term incentives,
 based on the achievement of a number of pre-defined financial and
     non-financial strategic business targets approved by the Board of
     Directors. Short-term incentives for the CEO amount to 50% of annual base
     salary at target and can reach a maximum of 70%. Short-term incentives for
     other members of the Executive Team can amount to up to 45% of the annual
     fixed base salary at target and reach a maximum of 60%. Short-term
     incentive payments are subject to recovery, provided that they have been
     based on data, which proved to be manifestly misstated, false or
     mis­leading.
  -- Long-term incentives
 in the form of stock options. Marel has implemented stock option programs
     with the objective of aligning interests of executive management and
     selected employees in strategic positions with the long-term goals of the
     Company and its shareholders. The key terms of share-based incentive
     agreements and programs shall be submitted to a Shareholders’ Meeting for
     approval.
  -- Pension contributions,
 made in accordance with applicable laws and employment agreements. 
  -- Severance payments
 in accordance with termination clauses in employment agree­ments.
     Severance payments shall comply with local legal framework.



Board of Directors

Members of the Board of Directors shall receive a fixed, monthly payment in
accordance with the decision of the Annual General Meeting of the Company. The
Board shall submit a proposal on the fee for the upcoming operating year,
taking into account the extent of responsibilities and time commitment, the
results of the Company and benchmark data on fees paid by European peer
companies, which in size and complexity are similar to Marel. 

Board members are not offered stock options or participation in incentive
schemes. 

Individual board members may take on specific ad hoc tasks outside their normal
duties assigned by the Board. In each such case, the Board may determine a
fixed fee for the work carried out related to those tasks, which shall be
disclosed in the Company’s annual financial statements. 

Disclosure of Information

Information on the total remuneration of members of the Company’s Board of
Directors, Executive Team and senior management accountable for more than 10%
of the assets or earnings of the Company, shall be disclosed in the Company’s
annual financial state­ments. This includes any deferred payments and
extraordinary contracts during the preceding financial year. 

Approval of the Remuneration Policy

This Remuneration Policy shall apply to all future employment agreements with
members of Company’s Executive Team and Board of Directors. 

The Remuneration Policy is binding for the Board of Directors as regards its
provisions on stock options. In other respects, the Remuneration Policy shall
be of guidance for the Board. Any departure from the policy shall be recorded
and reasoned in the Board’s minutes. 

This Remuneration Policy has been approved by the Board of Directors of Marel
hf. in accordance with article 79a of the Icelandic Companies Act No. 2/1995,
taking into consider­ation the NASDAQ Iceland Rules for Issuers of Financial
Instruments and the Icelandic Guidelines on Corporate Governance. The
Remuneration Policy is reviewed annually and shall be approved by the Company’s
Annual General Meeting, with or without amendments. 

The Company’s Remuneration Policy shall be published on its website.

  1. The Company’s Share-Based Incentive Scheme proposal was approved

 It is as follows:

       Type of share incentive program: Stock options.

       Participants: The CEO and selected employees in strategic positions.

Total number of share options: Up to 13.5 million shares may be granted as
options and be in effect at each time under the program. If any stock options
lapse prior to their vesting date, new stock options may be granted instead. 

Granting time: The stock options shall be granted periodically. No more than 5
million shares shall be granted as options and be in effect under the program
in 2017. 

Vesting time: 3 years from the grant date.

Exercise period: Immediately after the stock options are vested and/or within 1
year thereafter (within selected exercise periods). 

Exercise price: The EUR equivalent of the closing rate of Marel shares at
NASDAQ Iceland on granting date (calculated with the Central Bank of Iceland
midrate EUR/ISK). 

The exercise price shall be adjusted for future dividend payments (cent against
cent). 

Other key terms and conditions:

  -- Participants are required to hold shares, corresponding to the net profit
     gained of the share options after deduction of taxes, until their
     employment with the Company is terminated.
  -- In general, any unvested share options will lapse if the participants are
     no longer employed with the Company. The Company may decide to waive this
     condition, including if a participant becomes disabled or dies.
  -- If a change of control occurs, as provided for in Article 100 of the
     Icelandic Securities Transactions Act No. 108/2007, any outstanding stock
     options shall vest (accelerated vesting) in the proportion of the relevant
     applicable vesting period (from granting date until accelerated vesting
     date).

The Company shall not grant any loans or guarantees to participants in
connection with the share options. 

  1. Proposal on remuneration to board members for the year 2017 and of the
     Auditor for the year 2016 was approved



The Meeting approved that the remuneration to Board members for the year 2017
shall be as follows: remuneration to Board members for the year 2017 will be
€3,000 per month. The Chairman of the Board receives triple monthly
remuneration and the Chairman of the Audit Committee receives double monthly
remuneration. Members of sub-committees of the Board will further receive
remuneration in the amount of €800 per month. The remuneration will be paid on
the 15th day of each month. The Meeting approved that the Auditor’s fees will
be paid against their invoices approved by the Company. 



  1. Election of Board of Directors



The Board’s proposal that seven Directors will be elected to serve on the Board
of Directors of the Company was approved by the Meeting. 



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

Ann Elizabeth Savage, Spalding, UK

Arnar Thor Masson, London, England

Asthildur Margret Otharsdottir, Reykjavik, Iceland

Astvaldur Johannsson, Seltjarnarnes, Iceland

Helgi Magnusson, Seltjarnarnes, Iceland

Margret Jonsdottir, Seltjarnarnes, Iceland

Olafur S. Gudmundsson, Princeton, US



  1. Election of auditors



The Meeting approved that the auditors KPMG ehf. will be the Company’s auditors.



  1. Proposal to grant authorization to the Board of Directors to purchase
     treasury shares in the Company was approved

The Meeting approved an authorization for the Company to acquire up to 10% of
its own shares. Requirements pursuant to Article 55 of the Icelandic Companies
Act No. 2/1995 shall be taken into consideration when own shares are purchased
on the basis of this authorization. 



This authorization is effective for the next 18 months from approval. Earlier
authorization shall be withdrawn.