Marel hf. - Decisions of extraordinary general meeting

DECISIONS OF MAREL´S ANNUAL GENERAL MEETING

6 MARCH 2013

At the Annual General Meeting og Marel  hf. which took place at the company's
headquarters 6 March 2013 the following 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 dividends payment for the operational year 2012 was approved

The Meeting approved that the Company pay a dividend of 0.97 euro cents per
share to shareholders for the operational year 2012, 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 7th 2013.
Payment of dividends will occur on April 5th 2013.



3. Proposal on remuneration to board members for the year 2013 and of the
Auditor for the year 2012 was approved 

The Meeting approved that the remuneration to Board members for the year 2013
remains unamended 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 of Directors will receive €2,500 per
month. The remuneration will be paid on the 15th day of each month. Furthermore
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:

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 Board of Management and Board of Directors. 

Executive Remuneration - Board of Management

Executive remuneration is proposed by the Company's Remuneration Committee and
subsequently approved by the Board of Directors.  Executive remuneration 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 individual,
     pre-defined financial and strategic business targets approved by the Board
     of Directors. Short-term incentives can under normal circumstances not
     exceed 40% of the fixed base salary, of which 60% is related to financial
     targets and 40% non-financial, strategic business targets. Short-term
     incentive payments are subject to recovery, provided that they have clearly
     been based on data, which proved to be manifestly misstated, false or
     mis­leading.
  -- Long-term incentives in the form of stock options, promoting a balance
     between short-term achievements and long-term thinking. The Company's stock
     option program is further specified below.
  -- 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.

Long Term Incentive Stock Option Program

Marel has implemented stock option programs with the objective of aligning
interests of the executive management and selected key employees with the
long-term goals of the Company and its shareholders. 

The Company's stock option program is designed with the intention of providing
program participants with annual stock options for which the calculated
estimated future gain equals up to a maximum of 20% of annual based salary at
the date of issue.  The stock options plan is long term for five to seven years
with the first vesting time three years. Exercise price is adjusted annually
with a hurdle rate as well as future dividend payments. 

The Company's stock option program does not include any commitments for future
issues and can be cancelled at any time. The program shall be reassessed
annually and the structure of future issues can be changed, subject to
shareholders' approval. 

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 Board of Management 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 Management 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 79 a of the Icelandic Companies Act No. 2/1995,
taking into consider­ation the NASDAQ OMX 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.



5. Amendment of the Company's Articles of Association was approved

The Meeting approved a new Clause 5.2. is added to the Company's Articles of
Association, under the heading “Board of Directors”, and current Clauses 5.2.,
5.3. and 5.4.  will become Clauses 5.3., 5.4. and 5.5. respectively. It is
proposed that the new Clause 5.2. reads as follows: 

“In elections to the Board of Directors, the ratio of each gender shall be no
less than 40%. The same criteria shall apply to alternate Directors, as may be
applicable. If this statutory ratio is not achieved in an election, the
individual candidate or candidates of the gender that has the higher ratio
following the election shall stand aside for the candidate or candidates of the
lower gender ratio to ensure an acceptable balance. The number of votes cast
shall decide which candidate or candidates become Directors instead of those
standing aside due to gender imbalance. If there are not enough candidates of
that gender to achieve the required ratio, the acting Board of Directors shall
call a new shareholders' meeting where a satisfactory gender balance of
candidates shall be ensured.” 



6. Election of Board

The floowing were elected to serve on the Board of Directors until the
Company‘s next Annual General meeting: 

Ann Elizabeth Savage, Spalding, England

Arnar Þór Másson, Reykjavik, Iceland

Árni Oddur Þórðarson, Reykjavik, Iceland

Ásthildur Margrét Otharsdóttir, Reykjavik, Iceland

Helgi Magnússon, Seltjarnarnes, Iceland

Margrét Jónsdóttir, Seltjarnarnes, Iceland

Theo Bruinsma, Oss, The Netherlands



7.  Election of auditors

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



8. 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. 

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