Marel contract agreements

Shareholders

Shareholders who hold shares in Marel on Nasdaq Iceland and Euronext Amsterdam have identical voting rights and the same rights to dividends. In total, more than 4,700 investors participated in the Euronext Amsterdam share offering. Prior to the dual listing, Marel had approximately 2,500 shareholders. Following the listing on Euronext Amsterdam, the proportion of international shareholders has grown from around 11% at year-end 2018 to more than 30% at year-end 2019. Eyrir Invest has been a principal shareholder in Marel since 2005, and held 24.7% at year-end 2019.

Shareholder structure

Eyrir Invest hf. is Marel’s largest shareholder, holding 24.69% or 190,366,838 shares. Eyrir Invest has been a principal shareholder in Marel since 2005. In addition, the Icelandic Pension Fund of Commerce (Live), the Icelandic Pension Fund for State Employees (LSR) and Capital Group had announced holdings above 5% in Marel at year-end 2019.

As of 31 December 2019, Marel held 10,773,814 shares or 1.40% as treasury shares.

All Marel shares listed on Euronext Amsterdam, including shares transferred from Nasdaq Iceland to Euronext Amsterdam, are held in custody on behalf of Euroclear. No single shareholder holding shares only in EUR currently exceeds the threshold of 5% of total share capital. As of year-end 2019, 193.9 million shares or 25% of Marel’s total issued shares were listed on Euronext Amsterdam.

Shareholders who hold shares in Marel on Nasdaq Iceland and Euronext Amsterdam have identical voting rights and the same rights to dividends. The free float as of year-end 2019 was 75.31%.

Following the listing on Euronext Amsterdam, the proportion of international shareholders has grown from around 11% at year-end 2018 to more than 30% at year-end 2019.

More than 4,700 investors participated in the Euronext Amsterdam share offering. Including cornerstone investors, long-only institutional investors were allocated around 79% of shares, with hedge funds around 16% and 5% allocated to retail investors from Iceland and the Netherlands. Prior to the dual-listing, Marel had approximately 2,500 shareholders.

Major shareholders

Eyrir Invest hf. is Marel’s largest shareholder holding 24.69% or 190.366.838 Marel shares as of 18 March 2020. Eyrir Invest has been a principal shareholder in Marel since 2005. All Marel shares listed on Euronext Amsterdam including shares transferred from Nasdaq Iceland to Euronext Amsterdam are held in custody on behalf of Euroclear, with no single shareholder holding shares only in EUR currently exceeding the threshold of 5% of total share capital. Marel shares were the most actively traded on NASDAQ Iceland in 2019. Free float following the dual listing is 75.31%. The authorized share capital of the Company is 771,007,916 each with a par value of ISK 1.00. Marel's home Member State pursuant to article 2(1)(i) of Directive 2004/109/EC is Iceland.

Shareholder

Type

Threshold crossed

Eyrir Invest hf.

Investment company

20%

Lífeyrissjóður verslunarmanna

Icelandic pension fund

5%

Capital Group

Asset manager

5%

Share capital

As of 31 December 2019, the authorized share capital of the company was ISK 771,007,916 represented by 771,007,916 shares issued, each with a par value of ISK 1.00, and 760,234,102 shares outstanding with 10,773,814 shares held by the company.

Stock options are granted to management and selected key employees. Granted and unexercised stock options totaled 19.2 million shares at the end of the year (2018: 11.9 million shares), of which 2.9 million (2018: 1.7 million) were exercisable at the end of 2019. The remainder will become vested in the years 2020 to 2022.

At the company’s 2014 Annual General Meeting (AGM), shareholders authorized the Board of Directors to increase the company’s share capital by 35 million shares to fulfill stock option agreements. This authorization was valid for five years following its adoption. This authorization was renewed at the company’s 2019 Annual General Meeting and the renewed authorization applies for five years from its adoption. No new shares were issued in 2019 under this resolution.


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Disclosure obligations

Shareholders have certain disclosure obligations in terms of changes in significant proportions of their voting rights. Marel and the Icelandic Financial Supervisory Authority 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 certain thresholds.

Disclaimer

Marel collects data about all of its shareholders. This will include simple Personal Data like name, business email address, business contact details, job title, and attendance at shareholder meetings. When an individual is the shareholder, this may also include home address, personal email address, personal phone number, and number of shares held. For more information, please see Marel’s privacy policy.

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