Marel Food Systems hf. - Notice to convene extr.general meeting

Annual General Meeting - Tuesday March 10th 2009

The Annual General Meeting of Marel Food Systems hf. will be held at the
company‘s residence at Austurhraun 9, Garðabær, on Tuesday 10 March at 15:00. 

Schedule:

1. Annual General Meeting matters as provided for in Article 4.14 of the
company‘s Articles of Association. 

2. A proposal for authorizing the company to acquire own shares.

3. Proposals for amendments to the company‘s Articles of Association:
A proposal to change the Board of Directors´ authorisation to register the
company‘s share capital in Euros. 
A proposal to authorize the Board of Directors to increase the share capital of
the company up to fourfold with issuance of compensation shares. 
A proposal to authorize the company's Board of Directors to increase the share
capital by up to 290.000.000 ISK in nominal value through the subscription of
up to 290.000.000 new shares. The Board of Directors shall determine more
specifically how this increase will be executed, with reference to price and
terms of payment. The current shareholders will waive their pre-emptive rights
to the new shares. The authorization shall be valid for 18 months to the extent
it has not been exercised. 

4. Other matters, rightfully proposed.

The meeting will be conducted in English.

Specific interest is drawn to the fact that candidatures for the Board of
Directors shall be submitted in writing to the company at the latest five full
days prior to the meeting. 

In order for shareholders to have proposals or matters considered by the
meeting, they must have been submitted to the Board of Directors at least seven
days prior to the meeting. 

The meeting´s agenda, the annual reports and final proposals will be available
to shareholders at the company‘s offices at Austurhraun 9, Garðabæ, seven days
prior to the meeting. 

Ballots and other applicable documents will be available at the venue of the
meeting as of 14.30 on the day of the meeting. 

The Board of Directors of Marel Food Systems hf.