Marel hf. - Financial Statement Release

Marel hf. – Issuance of Stock Options

The Board of Directors of Marel hf. resolved on its meeting on 4 June 2012 to
grant up to 11 million shares through stock option agreements with Marel's
Board of Management and key employees. 

The aim of the stock option agreements is to align the interests of the
employees and the Company in the long run. This is in accordance with the
Company's remuneration policy approved at its Annual General Meeting on 29
February 2012. Furthermore, Marel's 2010 Annual General Meeting authorised the
Board of Directors to increase share capital by as much as 45 million shares in
relation to employee stock option agreements. 

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 0.967 per share
[1]
      that increases annually by 3% (hurdle rate). The exercise price shall be
     adjusted for any dividend payments made by the Company after the grant
     date.
  -- The options are allotted in three layers, so that the first 60% are
     exercisable in October/November 2015, the second 20% in 2016, and the
     remaining 20% in 2017. Employees can delay exercise of these options to
     2018, when the agreements expire and all allotted but unexercised options
     are cancelled.
  -- The options are valid only if the holder is still employed by Marel group
     (Marel hf. or wholly owned subsidiaries of Marel hf.) at the time of
     vesting.

No put options or financing are related to the stock option agreements, but
option holders are able to request so-called cashless exercise, in case they
opt for purchasing and selling simultaneously. 

Total number of shares granted by Marel hf. in stock option agreements with
employees, including this new stock option scheme, currently amount to 33.2
million shares. The Company's cost of the new share option scheme is estimated
to be EUR 1.4 million over the next 5 years based on the option pricing model
of Black-Scholes. 

Details on of the share options granted to Board of Management and Managing
Directors of Industry Centers and International Sales & Service Network: 



   Name           Title         New     Older granted      Shareholding in own  
                              stock     and unexercised     name and/or fin.    
                              options       options          related parties    
--------------------------------------------------------------------------------
 Theo Hoen        CEO         600,000     2,350,000             1,500,000       
--------------------------------------------------------------------------------
 Erik Kaman       CFO         450,000     1,850,000             1,675,000       
--------------------------------------------------------------------------------
 Sigsteinn        COO         450,000       675,000               25,997        
     P.                              
 Gretarsson                                                                     
--------------------------------------------------------------------------------
 Anton de    MD, IC Poultry   315,000     1,100,000                 0           
   Weerd                                                                        
--------------------------------------------------------------------------------
   Jon B.     MD, IC Fish     210,000       100,000                 0           
 Gunnarsson                                                                     
--------------------------------------------------------------------------------
  BertJan    MD, IC Further   210,000       125,000                 0           
 Hardenbol     Processing                                                       
--------------------------------------------------------------------------------
   David      MD, IC Meat     210,000       50,000                  0           
   Wilson                                                                       
--------------------------------------------------------------------------------
   Petur     MD, Int. Sales   315,000       850,000              114,430        
 Gudjonsson     & Service                                                       
                Network                                                         
--------------------------------------------------------------------------------



[1]The exercise price is determined by the closing rate of Marel shares at
NASDAQ OMX Iceland hf. on 1st June 2012, i.e. ISK 156 per share, calculated
with the Central Bank of Iceland EUR/ISK mid rate on that day; 161.35.