06/03/19 Updated 16/04/19

Key highlights from the 2019 AGM

Marel’s Annual General Meeting (AGM) was held at the Company’s headquarters in Gardabaer, Iceland, on 6 March 2019.

Chairman of the Board Ásthildur Otharsdóttir addressed the meeting on behalf of the Board. CEO Árni Oddur Thórdarson reported the Company’s 2018 consolidated financial statements and gave an extensive overview of the Company’s business activities.

Chairman Ásthildur Otharsdóttir’s statement:

“After thorough analysis of the alternative listing options available to Marel offered by five international exchanges, the Board of Directors has decided to seek a dual listing of Marel’s shares on Euronext Amsterdam in addition to its listing in Iceland. The objective of the dual listing is to facilitate trade and ensure fair pricing of Marel shares for the benefit of all shareholders. As announced at the AGM in March 2018, Marel engaged independent international consultant STJ Advisors to evaluate potential listing alternatives to further advance the Company’s global vision and provide continued strong shareholder returns. Although the listing on NASDAQ Iceland since 1992 has served Marel well, there have been clear indications for some time now that we are outgrowing the small Icelandic stock market.

Throughout the listing venue selection process, Marel has emphasised the importance of the shareholder journey and smooth clearing and settlement mechanics between Iceland and each of the two potential listing venues.  A number of criteria were evaluated across each of the potential listing venues, including certain Marel-specific criteria such as operational footprint and reporting (and trading) currency as well as the global investor participation on the market.  In the judgement of the board and management, the case for Euronext Amsterdam was the strongest, and Marel will continue to work closely with the Euronext Team as we progress towards listing.

We are proud of our achievements in 2018. Excellence in operations and disciplined capital allocation are the foundation for us to effectively serve our customers and other stakeholders, as well as provide a healthy return to our shareholders. In 2018, earnings per share increased by 31%. In line with our capital allocation and dividend policy, the Board of Directors proposed to the 2019 Annual General Meeting (AGM) that shareholders be paid a dividend of EUR 5.57 cents per share, which corresponds to close to EUR 37 million, , or approximately 30% of net profits, compared to around EUR 29 million last year.“

CEO Árni Oddur Thórdarson’s report:

“The year 2018 was yet another great year for Marel. We are delighted to report record revenues of EUR 1,198 million representing a 15% year on year revenue growth, of which 12.5% was organic. High quality of earnings is underpinned by 35% of total revenues deriving from services and spare part business. Our customer base is diverse where the single largest customer in any calendar year counts for less than 5% of total revenues. We have been operating at close to 15% adjusted EBIT margin in recent 3 years with robust cash flow.

Our strong cash flow enables us to invest in talent, innovation, infrastructure and global market presence. In 2018 we further stepped up innovation expenses to a level of 6.2% of revenues compared with 5.7% of revenues in the prior year. A high focus area for us is further investment into Marel´s overarching Innova software platform that enables full production control and traceability of consumer products throughout the value chain.

The dual listing of Marel shares on an international stock exchange in addition to its listing in Iceland is on track. It is important for a global leader to have a global stage to support its ambitious growth plan. Tradable shares on an international stock exchange are an important acquisition currency as we continue our journey of advancing food processing. We have mandated five international banks as joint global coordinators and joint bookrunners for this process. We look forward to working with them and Euronext Amsterdam on the next steps.”

Key results of the AGM

New Board chosen without election

The following were reelected to the Board of Directors: Dr Ólafur Steinn Gudmundsson, Ástvaldur Jóhannsson, Margrét Jónsdóttir, Arnar Thor Másson, Ásthildur Margrét Otharsdóttir and Ann Elisabeth Savage. After serving on the Board of Marel for 14 years, Helgi Magnússon did not declare candidature. The Board would like to extend its thanks for his valuable contribution throughout the years.

Ton van der Laan is a new director elected to the Board. Van der Laan is born in 1953 and resides in the Netherlands. He is a non-executive Board Member of Vion Foods, Royal de Heus, Dümmen Orange and the Rainforest Alliance. His has prior experience as CEO of Nidera Capital in the Netherlands and Argentina, EVP Animal Proteins at Cargill in the USA, CEO of Provimi in the Netherlands, and has held several executive roles at Unilever over a period of 22 years.

The new Board of Directors has convened and assigned roles and responsibilities. Ásthildur Margrét Otharsdóttir will continue as Chairman of the Board and Arnar Thor Másson, as the Vice-Chairman of the Board.

All proposals to the AGM approved

All proposals presented by the Board were approved by the meeting.

The AGM approved a dividend payment of EUR 5.57 cents per share, corresponding to 30% of net profits for 2018, be paid to shareholders on 27 March 2019. The AGM approved the Board of Directors’ proposal to authorize the Company to acquire up to 10% of its own shares and that this authorization will be in effect for the next 18 months following approval.

A reduction of the Company’s share capital was approved as part of the preparation for the potential dual listing of the Company on an international stock exchange in addition to its current listing on NASDAQ Iceland. The Company’s share capital will amount to ISK 671,007,916 following the cancelation of shares and the Company‘s Articles of Association will be amended accordingly.

Three other proposals on amendments of the Company’s Articles of Association were also approved. The proposals were to renew authorization to increase share capital by ISK 35 million nominal value to be used to fulfil share option contracts with employees;  to renew authorization to increase share capital by ISK 100 million nominal value to be used as payment in relation to the acquisition of new businesses; and a proposal to authorize the Board of Directors to increase the Company’s share capital of ISK 100 million nominal value in connection with the dual-listing of the Company’s shares.

The Remuneration Policy for the year 2018 was approved un-amended for the year 2019 and remuneration to Board members was decided as well. KPMG hf. will remain the Company’s external auditing firm until the next AGM.

For further information on the results of the AGM, please refer to www.marel.com/agm

Annual Report 2018

Marel published its 2018 annual report earlier today, 6 March 2019. The report is digital, complete with interesting videos, interactive graphs and tables. This is the sixth consecutive year that Marel publishes a web version of its annual report, accessible on both marel.com and on the 2018 annual report web: https://ar2018.marel.com

AGM web

All relevant information and documents in relation to the Annual General Meeting are available and archived on www.marel.com/agm

Investor relations

For further information, please contact Tinna Molphy or Marinó Thór Jakobsson via email IR@marel.com or tel. +354 563 8001.

Disclaimer

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).