Decisions of Marel's 2012 AGM

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The annual general meeting of Marel hf. which took place at the company’s headquarters 29 February 2012 was well attended by its shareholders. All submitted proposals were approved unanimously.

Chairman's address | CEO's address

Below are the decisions of the Annual General Meeting:

  1. The Consolidated Financial Statement and the Report of the Board of Directors were approved.
  2. Proposal on paying dividend was approved.
    The Meeting approved that the Company will pay a dividend of 0.95 euro cents per share will be paid to shareholders for the operational year 2011, corresponding to about 20% of Company profits for the year. The right to a dividend is constricted to the day of the Annual General Meeting, end of day. Ex-date is March 1st 2012. Payment of dividends will occur on March 14th 2012.

    Dividend payout information
  3. Proposal on remuneration to Board of Directors for the year 2012 and of the Auditor for the year 2011 was approved.

    Approved that the remuneration to Board of Directors for the year 2012 will be increased from last year and be as follows: The Chairman will receive €7,500 per month, the Chairman of the Audit Committee will receive €5,000 per month and other members of the Board will receive €2,500 per month. The remuneration will be paid on the 15th day of each month. It was approved that the Auditor’s fees will be paid against their invoices approved by the Company.
  4. The Company’s remuneration policy was confirmed.

    It is as follows:

    Article 1. Objective

    The remuneration policy of Marel hf. has the aim of making the Company and its subsidiaries competitive in hiring outstanding employees, a necessary prerequisite to fulfilling the Company‘s vision for its presence on the global market. The remuneration policy covers all main aspects of salary and benefits for the Chief Executive Officer (CEO) and the management of the Company. A wage and benefits committee operates within the Company comprised of three to four members of the Board.

    Article 2. Remuneration for Board of Directors

    Board of Directors shall receive a fixed, monthly payment in accordance with the decision of the Annual General Meeting of the Company, as stipulated in article 79 a of Act No. 2/1995 on Public Limited Companies. The Board of Directors shall submit a proposal on the fee for the upcoming operating year and shall take into account the time members of the Board spend on their duties, the responsibility involved and the Company’s performance.

    Article 3. Remuneration to the CEO

    A written employment contract shall be made between the Company and the CEO. His terms of employment shall be competitive on an international standard. The amount of salary and other payments to the CEO shall be decided on the basis of his education, experience and previous occupation. Other terms of employment shall be specified in the contract, along with pension payments, vacation rights, benefits and terms of notice. When preparing employment contract the emphasis shall be that no additional payments will be made at termination other than those stipulated in the employment contract. However, special circumstances in the opinion of the Board of Directors may lead to a separate termination agreement being concluded with the CEO.

    Article 4. Acknowledgements to senior management

    The CEO is authorized to propose to the Board of Directors and Compensation Committee that senior management should be rewarded in addition to their set terms of employment in the form of delivery of shares, performance based payments, stocks, stock options or other forms of payment having to do with the Company shares or the future value of such shares, pension fund contributions, retirement or redundancy payments. When deciding whether senior managers should be granted rewards in addition to the set terms of employment, the status, responsibility and future prospects of the respective manager within the Company shall be taken into consideration.

    Article 5. Disclosure of information

    At the Annual General Meeting, the Board of Directors shall present information on the remuneration of the Chief Executive Officer, managing directors and members of the Board. Information shall be presented on the total amount of salary payments during the year, payments from other companies in the Group, the amount paid in bonuses and stock options, other forms of payment related to the value of Company shares, termination payments if applicable, and the total amount of any other payments.

    The Company’s remuneration policy shall be published on the Company’s website.

    Article 6. Approval of the Remuneration Policy and other matters

    The Company’s Remuneration Policy shall be presented to the shareholders at the Annual General Meeting for their approval or rejection.

    The Remuneration Policy is binding for the Board of Directors in regards to stock options and payments on the basis of share price movements as per paragraph 2 article 79.a of Act No. 2/1995 on Public Limited Companies. In all other aspects the policy shall be viewed as guidelines for the Company and its Board of Directors. The Board shall note in the minutes of its meeting any major deviation from the Remuneration Policy and such deviation shall be explained with just arguments. The Board of Directors shall inform the Annual General Meeting of such a deviation.
  5. Election of Board. The following were elected to serve on the Board of Directors until the Company’s next Annual General Meeting:

  • Arnar Thór Másson, Reykjavik, Iceland
  • Árni Oddur Þórdarson, Reykjavik, Iceland
  • Ásthildur Margrét Otharsdóttir, Reykjavik, Iceland
  • Fridrik Jóhannsson, Reykjavik, Iceland
  • Helgi Magnússon, Seltjarnarnes, Iceland
  • Margrét Jónsdóttir, Seltjarnarnes, Iceland
  • Theo Bruinsma, Oss, The Netherlands
  1. Election of auditors. The auditing firm KPMG ehf. will be the company’s auditors.
  2. Approved to grant authorization to the Board of Directors to purchase treasury shares in the company.

    Approved that the Company is authorized, pursuant to the provisions of Article 55 of the Act on Public Limited Liability Companies No. 2/1995, to acquire up to 10% of its own shares at a price which is no higher than 10% over and no lower than 10% under the posted average price of shares in the Company for the two weeks immediately preceding the acquisition.

    It is furthermore approved, that this authorization is effective for 18 months following the approval. Earlier authorization shall become void.

About Marel

Marel is the leading global provider of advanced equipment, systems and services to the fish, meat and poultry industries.

With offices and subsidiaries in over 30 countries and a global network of more than 100 agents and distributors, we work side-by-side with our customers to extend the boundaries of food processing performance. Advance with Marel for all your processing needs.

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