19/11/18 Updated 26/03/19

Extraordinary shareholders' meeting 22 November 2018

An extraordinary shareholders’ meeting of Marel hf. will be held at the Company‘s headquarters at Austurhraun 9, Gardabaer, Iceland, on Thursday, 22 November 2018 at 16:00 (GMT).

Agenda

  • Proposal to reduce share capital of the company.
    • Reduction of treasury shares in connection with the preparation of potential dual listing of the company, for the benefit of shareholders.
  • Proposal to grant an authorization to the Board of Directors to initiate a share buyback program.
  • Any other business, lawfully presented.

The meeting will be conducted in English.

Shareholders are entitled to have a specific matter taken for consideration at a shareholders’ meeting and such proposals shall be accompanied by a statement or draft resolution to the Board of Directors.

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 ten days prior to the meeting, i.e. by the latest on 12 November at 16:00 pm (GMT).

In the event that shareholders have submitted proposals or matters to be considered by the meeting, the final agenda and proposals will be available at the meeting’s website no later than three days before the shareholders’ meeting.

On the Company’s website further information in relation to the extraordinary Shareholders’ Meeting can be found, including the right of shareholders to submit items and proposals to the meeting’s agenda, a draft agenda for the meeting, proposals of the Board of Directors, proxy template, instructions regarding letter voting as well as information on documents to be submitted in relation to the meeting.

Voting at the shareholders’ meeting will not be by ballot unless a shareholder requests so or if the Chairman of the meeting decides otherwise. Electronic voting will not be possible at the meeting.

In case a shareholder wishes to vote by mail-in ballot, then ballots are available at the Company’s website, along with guidance on shareholders’ participation in balloting by mail. Ballots must reach the Company’s offices at Austurhraun 9, 201 Gardabaer, before 15:30 (GMT) on the day of the meeting, 22 November 2018.

The meeting’s agenda and final proposals will be available to shareholders seven days prior to the meeting, both on the aforementioned web page of the Company as well as at the Company‘s offices at Austurhraun 9, Gardabaer, Iceland.

A shareholder may have his/her agent attend a shareholders’ meeting on his/her behalf. Agents of shareholders shall submit written proxies at the entrance of the meeting. Ballots and other applicable documents will be available at the venue of the meeting as of 15:30 (GMT) on the day of the meeting.

The board of directors of Marel hf.