Marel

Annual General Meeting 2021

The Annual General Meeting of Marel hf. ("AGM") will be held virtually on Wednesday 17 March 2021 at 16:00 GMT / 17:00 CET.

Draft Agenda:

1. Opening remarks. Election of Chair and Secretary of the meeting
2. Board of Directors’ report on activities of the Company for the previous operating year
3. CEO’s operational report
4. Submission of the annual accounts of the Company for the preceding year for confirmation
5. Decision on how to address the profit from the Company’s operations for the year 2020
6. Report on the execution of the Company’s remuneration policy
7. Proposal on the Company’s remuneration policy
8. Decision on remuneration to the members of the Board of Directors for the year 2021
9. Decision on remuneration of the Company’s auditors for the preceding year of operation
10. Board of Directors’ proposal to amend wording of Article 15.2 of the Company’s Articles of Association

The Article authorizes the Board of Directors to increase share capital up to the amount of 100,000,000 nominal value, i.a. to use in relation to acquisition of new businesses. The amendment entails a lower amount of 75,000,000 nominal value, which corresponds to 9.7% of total issued shares, and the option to sell the new shares through an offering managed by a financial institution is added. The validity period of the authorization is shortened from 5 years to 18 months. Proposed changes are in line with European market practice.

11. Election of the Board of Directors
12. Election of the Company’s auditors
13. Proposal to renew authorization to the Board of Directors to purchase treasury shares of the Company
14. Any other business lawfully presented and close of the meeting

The meeting will be conducted in English.

The AGM is a virtual-only meeting. All shareholders must register their attendance online before the meeting. Shareholders are urged to register in good time for the meeting. Registration closes at 12:00 GMT/13:00 CET on the day of the meeting.

Online registration to the meeting opens at 12:00 GMT/13:00 CET Thursday 18 February and closes at 12:00 GMT/13:00 CET on Wednesday 17 March. In particular it should be noted that shareholders holding shares listed on Euronext Amsterdam that wish to attend and vote at the AGM must ensure that their respective custodian/broker (intermediary) has registered their attendance through ABN AMRO’s web portal in a timely manner. This applies to all shareholders holding shares listed on Euronext Amsterdam, including those that also hold shares listed on Nasdaq Iceland.