Issuance of stock options

The aim of the stock option agreements is to align the interests of senior management and the company in the long run. This is in accordance with the company’s remuneration policy approved at Marel’s annual general meeting in March 2014. The stock options will be granted to all members of the Executive Team, excluding the CEO. All will receive the same number of options, 225,000.  

Key terms and conditions of the agreements are as follows:

• The stock option agreements entitle purchase of shares at the base offering price of EUR 0.8613 per share¹ that increases annually by 3% (hurdle rate). The exercise price shall be adjusted for any dividend payments made by the Company after the grant date.
• The options are allotted in three layers, so that the first 60% are exercisable in April 2018, the second 20% in 2019, and the remaining 20% in 2020. Exercise periods are two per year in April and October.  Option holders can delay exercise of these options to 2021, when the agreements expire and all allotted but unexercised options are cancelled.
• Executive Team members are required to hold shares corresponding to approximately the net gain after tax from exercising the options, whilst employed by Marel.

The total number of shares granted by Marel hf. in stock option agreements with employees, including this new stock option scheme, currently amounts to 16.9 million shares corresponding to approximately 2.3% of total share capital. The company’s cost of the new share option scheme is estimated to be EUR 346,000 over the next 5 years based on the option pricing model of Black-Scholes.

Árni Sigurdsson Head of Strategy and Development now becomes a member of the executive team.  

Details of the share options granted to Marel´s Executive Team:

1) The exercise price is determined by the closing rate of Marel shares at NASDAQ OMX Iceland hf. on 2 December 2014, i.e. ISK 132.50 per share, calculated with the Central Bank of Iceland EUR/ISK mid rate on that day; 153.83.