Below are the decisions of the Annual General Meeting (“Meeting”).
The Meeting approved that a dividend of 5.57 euro cents per share will be paid for the operational year 2018. The total dividend payment will be approximately EUR 36.7 million, corresponding to approximately 30% of profits for the year which amounted to EUR 122.5 million. The Company’s shares traded on and after 7 March 2019 (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 8 March 2019, which is the proposed record date. Payment date of the dividend is 27 March 2019.
It is as follows:
Marel Remuneration Policy
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:
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 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.
It is as follows:
Type of share incentive program: Stock options.
Participants: The CEO and selected employees in strategic positions.
Total number of share options: Up to 25 million shares may be granted as options and be in effect at each time under the program. If any stock options lapse prior to their vesting date, new stock options may be granted instead.
Granting time: The stock options shall be granted periodically. No more than 6 million shares shall be granted as options and be in effect under the program in 2019.
Vesting time: 3 years from the grant date.
Exercise period: Immediately after the stock options are vested and/or within 1 year thereafter (within selected exercise periods).
Exercise price: The EUR equivalent of the closing rate of Marel shares at NASDAQ Iceland on granting date (calculated with the Central Bank of Iceland midrate EUR/ISK). The exercise price shall be adjusted for future dividend payments (cent against cent).
Other key terms and conditions:
The Meeting approved that the remuneration to Board members for the year 2019 shall be as follows: remuneration to Board members for the year 2019 will be EUR 3,600 per month. The Chairman of the Board receives triple monthly remuneration and the Chairman of the Audit Committee receives double monthly remuneration. Members of sub-committees of the Board will further receive remuneration in the amount of EUR 930 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.
The following amendments to the Company’s Articles of Association were approved by the meeting:
The article reads as follows:
“The Company’s Board of Directors is authorised to increase share capital by as much as ISK 35,000,000 nominal value by issuing new shares. Shareholders do not enjoy pre-emptive rights to subscribe for these new shares, which shall be used to fulfil share option contracts concluded with employees etc. in accordance with the Company’s currently applicable stock option programme. The purchase price of shares and terms of sale shall be as provided for in contract concluded by the Board or CEO with the individual concerned. This authorisation shall apply for five years from its adoption.”
The 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 by issuing new shares. The Company’s Board of Directors shall determine details of the purchase price of shares and terms of sale. 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.”
The following provision will be adopted as Article 15.3 of the Company’s Articles of Association:
“The Company’s Board of Directors is authorized to increase share capital by as much as ISK 100,000,000 nominal value by issuing new shares. Shareholders waive their pre-emptive rights to subscribe for these new shares, which shall be used in an offering of shares in connection with the dual listing of the company’s shares. The Board of Directors shall be authorized to make necessary changes to the company’s Articles of Association resulting from the issue.”
Current Article 15.3. will become Article 15.4.
Following is the decision of the meeting:
“Marel’s Annual General Meeting, held on 6 March 2019, approves that the Company’s share capital shall be reduced by ISK 11,578,005 nominal value, from ISK 682,585,921 nominal value to ISK 671,007,916 nominal value. The reduction will be executed by way of cancelling 11,578,005 of the Company‘s own shares of ISK 1 each, in accordance with the provisions of Act no. 2/1995 respecting Public Limited Companies.”
As a result of the capital reduction, Article 2.1 of the Company‘s Articles of Association is amended and shall state as follows:
"The share capital of the Company amounts to ISK 671,007,916."
and in Icelandic:
„Hlutafé félagsins er kr. 671.007.916.“
The Board’s proposal that seven Directors will be elected to serve on the Board of Directors of the Company was approved by the Meeting.
The following candidates were elected to serve on the Board of Directors until the Company’s next Annual General Meeting:
The Meeting approved that the auditors KPMG ehf. will be the Company’s auditors.
The Meeting approved an authorization for the Company to acquire up to 10% of its own shares. Requirements pursuant to Article 55 of the Icelandic Companies Act No. 2/1995 shall be taken into consideration when own shares are purchased on the basis of this authorization.
This authorization is effective for the next 18 months from approval. Earlier authorization shall be withdrawn.
Any sale of Marel hf.'s ordinary shares has not been and will not registered under the United States Securities Act of 1933, as amended (the Securities Act), and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the ordinary shares in the United States (for these purposes, the “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia).