Marel hf. - Managers' transactions

Marel hf. Issuance of Stock Options

The Board of Directors of Marel hf. resolved on 5 March 2017 to grant to the
members of Marel’s Executive Team up to 3.2 million shares through stock option
agreements. 

The aim of the stock option agreements is to align long-term interests of
senior management and of the Company. The key terms and conditions of the new
stock option program were approved by Marel’s Annual General Meeting on 2 March
2017 in accordance with the Company's Remuneration Policy as approved at the
same meeting. The stock options will be granted to all members of the Executive
Team, including the CEO. Six members of the Executive Team will receive the
same number of options, 200,000, the EVP’s for Meat and Poultry will receive
300,000, the CFO and the EVP Strategy and Corporate Development will receive
400,000 and the CEO will receive 600,000. 

Key terms and conditions of the agreements are as follows:

  -- The stock option agreements entitle purchase of shares at the base offering
     price of EUR 2.779 per share [1]. The exercise price shall be adjusted for
     any dividend payments decided after the grant date.
  -- One vesting period of 3 years. Exercise periods are two per year in April
     and October subject to disclosure of the Q1 and Q3 financials. First
     exercise period will be following the publication of the Q1 2020 results.
     Option holders can delay exercise of these options to 2021, when the
     agreements expire and all unexercised options are cancelled.
  -- Option holders are required to hold shares in value corresponding to the
     net profit gained of the share options after deduction of taxes, until
     their employment with Marel is terminated.

The total number of unexercised stock options granted by Marel hf., including
this new stock option scheme, currently amounts to 11.8 million shares
corresponding to approximately 1.6% of total issued share capital. The
Company’s cost of the new share option scheme is estimated to be approximately
EUR 1.7 million over the next 3 years based on the option pricing model of
Black-Scholes. 

Details of the share options granted to Marel´s Executive Team:



Name      Title                New      Older granted  Sharehold  Shareholding  
                                stock    and           ing of      of           
                                option   unexercised    insider    financially  
                               s         options                   related      
                                                                   parties      
Árni      Chief Executive      600,000        360,000     64,634          67,235
 Oddur     Officer                                                              
 Þórðars                                                                        
on                                                                              
                                                                                
Linda     Chief Financial      400,000        725,000     62,500               0
 Jónsdót   Officer                                                              
tir                                                                             
Árni      Executive Vice       400,000        605,000          0         100,000
 Sigurðs   President Strategy                                                   
son        and Corporate                                                        
           Development                                                          
                                                                                
Anton de  Managing Director    300,000        731,000          0               0
 Weerd     (EVP) Poultry                                                        
                                                                                
David     Managing Director    300,000        689,000     27,300               0
 Wilson    (EVP) Meat                                                           
                                                                                
Sigurður  Managing Director    200,000        605,000          0               0
 Ólason    (EVP) Fish                                                           
                                                                                
Jesper    Managing Director    200,000         12,000          0               0
 Hjortsh   (EVP) Further                                                        
øj         Processing                                                           
Davíð     Executive Vice       200,000        665,000     75,000               0
 Freyr     President Human                                                      
 Oddsson   Resources                                                            
                                                                                
Paul van  Executive Vice       200,000        665,000          0               0
 Warmerd   President Supply                                                     
am         Chain                                                                
                                                                                
Pétur     Executive Vice       200,000        920,000    219,430               0
 Guðjóns   President                                                            
son        Commercial                                                           
                                                                                
Viðar     Executive Vice       200,000        725,000          0               0
 Erlings   President                                                            
son        Innovation                                                           





[1] The exercise price is determined by the closing rate of Marel shares at
NASDAQ OMX Iceland hf. on 3 March 2017, i.e. ISK 314.00 per share, calculated
with the Central Bank of Iceland EUR/ISK mid-rate on that day; 113.00