Marel hf. - Company Announcement

MAREL- DECISIONS OF MAREL´S ANNUAL GENERAL MEETING

At the Annual General Meeting of Marel hf. which took place at the company's
headquarters on 4 March 2015 the following proposals were approved unanimously. 

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

1. The Consolidated Financial Statements and the Report of the Board of
Directors and CEO for 2014 were approved. 

2. Proposal on dividends payment for the operational year 2014 was approved

The Meeting approved that a dividend of 0.48 euro cents per share will be paid
for the operational year 2014. Based on the current number of outstanding
shares, the estimated total dividend payment will be approximately €3.5
million, corresponding to approximately 30% of profits for the year. The
company's shares traded on and after 5 March 2015 (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 2015, which is the
proposed record date. Payment date of the dividend is 27 March 2015. 



3. Proposal on remuneration to board members for the year 2015 and of the
Auditor for the year 2014 was approved 

The Meeting approved that the remuneration to Board members for the year 2015
shall be as follows: the Chairman will receive €8,250 per month, the Chairman
of the Audit Committee will receive €5,500 per month and other members of the
Board of Directors will receive €2,750 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. 

4. The Company´s Remuneration Policy was approved

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 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 individual, pre-defined financial
     and strategic business targets approved by the Board of Directors.
     Short-term incentives cannot exceed 40% of the fixed base salary, and are
     partly related to financial targets and partly to 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 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 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. Amendments of the Company's Articles of Association

The following amendments to the Company's Articles of Association were approved:

  1. Proposed amendment of Article 4.13

The Meeting approved that paragraph 3 of Article 4.13 is adjusted as regards
information to be published in relation to annual general meetings and
applicable time-limits, in accordance with Article 88 d of the Act respecting
Public Limited Companies no. 2/1995. The amended paragraph reads as follows: 

 „The financial statements of the company, the Board of Director‘s report on
operations, the auditor‘s report, information on the total number of shares and
votes on the date of the calling of a meeting, the Board‘s proposal of a
remuneration policy and other proposals of the Board to the Annual General
Meeting shall be available for shareholders to examine at the company‘s
headquarters no later than 21 days prior to the Annual General Meeting.“ 

  1. Proposed amendment of Article 4.13

The Meeting approved that Article 4.13 is amended as concerns the repealing of
the Board‘s authority to offer new shares to certain shareholders and the
authority to allocate new shares without pre-emptive rights is limited to
circumstances where the share increase is a part of the Company‘s acquisition
of new businesses, and the new shares are used as payment in the relevant
transaction. The amended Article reads as follows: "The Company's Board of Directors is authorised to increase its share capital
by up to ISK 100,000,000 nominal value, or the equivalent in EUR if the
Company's share capital has already been registered in that currency when the
authorisation is utilised. Details of the purchase price of shares and terms of
sale shall be determined by the Company's Board of Directors. Shareholders
waive their pre-emptive rights, as provided for in Art. 34 of Act No. 2/1995 on
Public Limited Companies provided that the new shares will be used as payment
in relation to acquisition of new businesses and that the price for the new
shares will not be lower than 10% under the posted average price of shares in
the Company for the four weeks immediately preceding the sale. There are no
restrictions on trading in the new shares. These new shares shall be of the
same class and bear the same rights as other shares in the company. They shall
confer rights in the Company as of the date the increase in share capital is
registered. The Company's Board of Directors may decide to have subscribers pay
for the new shares in part or in full by other means than cash payment. This
authorisation shall be valid for 5 years from the date of its adoption, insofar
as it has not been utilised prior to that time."
6. Election of Board

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, Reykjavik, Iceland

Asthildur Margret Otharsdottir, Reykjavik, Iceland

Helgi Magnusson, Seltjarnarnes, Iceland

Margret Jonsdottir, Seltjarnarnes, Iceland

Olafur S. Gudmundsson, Princeton, US

Astvaldur Johannsson, Reykjavik, Iceland



7. Election of auditors

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