Disclosure obligations of shareholders due to changes in significant proportions of voting rights
In accordance with the Icelandic Securities Transaction Act No. 108/2007 (the “Act”), Marel, as issuer, (the “Company”) and the Icelandic Financial Supervisory Authority (“FSA”) must be notified in a verifiable manner if, as a result of the acquisition or disposal of shares in Marel, the proportion of voting rights of the holder of shares reaches, exceeds or falls below the thresholds of: 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 50%, 66⅔% or 90% of the total share capital. “Holder of shares”, as defined by the Act, shall mean any natural or legal person directly or indirectly holding:
- Shares in the issuer in its own name and on its own account;
- Shares in the issuer in its own name but on behalf of another natural person or legal person;
- Depository receipts, in which case the holder of the depository receipt shall be considered as the holder of the underlying shares represented by the depository receipt.
In such events, following the notification being sent in a verifiable manner, the Company itself shall make such notification public (through the news system of NASDAQ Iceland stock exchange). Notification requirements by the Company are laid out below.
Exemption from the notification requirement may apply in relation to shares acquired for the sole purpose of clearing and settling within the usual short settlement cycle, or when a party holds shares in the capacity of custodian (provided that such custodian can only exercise the voting rights attaching to such shares under instructions given in writing or by electronic means).
It is highly recommended to seek advice on the disclosure obligations from local advisors or financial undertakings, such as those holding custody accounts on behalf of the shareholder/s in question. Please note the time limits of the notification stipulated in the Act.
Notwithstanding this, shareholders are encouraged to familiarize themselves with their obligations in relation to the aforementioned events, especially Chapter IX of the Act (Articles 77-98) [translation in English].
The special notification form available from FSA’s website needs to be properly filled in, duly signed and submitted. With regards to the notification to the Company, and to ensure it being aware of the notification in order to make it public as described above, Marel requests to be contacted through phone (see below) either prior to or concurrently following delivery of the notification, which shall be sent to email@example.com and shall bear the indication “Notification - changes in significant proportions of voting rights”. Marel’s Compliance Officer (regluvörður), his alternate (vararegluvörður) or Corporate Director of Investor Relations (fjárfestatengill) should be contacted through the number +354 563 8000 during business days and hours.
The FSA may impose administrative fines on any party that does not fulfill the disclosure requirements. Fines imposed on a legal person may range in amount from ISK 50,000 to ISK 50 million (which may be changed from time to time). According to Article 145 of the Act, the violation of Articles 78 and 79 is subject to fines or up to two years of imprisonment.