Shareholder center

Marel is committed to being open and transparent in all matters, and that includes information related to shares.

Share monitor

Marel hf. is listed on Nasdaq OMX Iceland under the symbol MARL.

Nominal value of each share is one ISK. Shareholders are around 2,500.

<p>Over the past five years, the dividend payout ratio has been between 20-30%</p>

<p><span class=" author-d-1gg9uz65z1iz85zgdz68zmqkz84zo2qoxvz75zfz122z1z69zxeilz79zbu2rb91z83zz86z2z89zez77zz77z1halz69zz80z">Shareholder meetings</span></p>

<p>Annual general meetings and other shareholder meetings are some of the most important events in the company’s calendar. The AGM enables shareholders to discuss performance, make proposals, vote, and agree upon the company’s future objectives, ambitions and direction.</p>

Dividends

Marel’s dividend policy was first disclosed at Marel’s annual general meeting in March 2011 and can be found below. Over the past few years, the dividend payout ratio has been between 20-30%.

Dividend policy

  • Target of 2-3 times Net debt/EBITDA ratio
  • Excess capital used to stimulate growth and value creation, as well as paying dividends
  • Dividend or share buy-back targeted at 20-40% of net profits

Dividend history

Year of payment (for previous year of operations)201920182017201620152014*2013
Dividend per share EUR cents5.574.192.141.580.480.000.97
Dividend yield, %** 1.6%1.0%0.9%0.5%-
1.2%
Payout ratio, %***30%30%20%20%30%-
20.%
Ex. Dividend date7 MarchMarch 73 March3 March
5 March
-
7 March
Record date
8 March8 March6 March
4 March
6 March-
11 March
Payment date
27 March27 March23 March23 March27 March-5 April

*No dividend was paid 2014 for the operational year 2013.
**Dividend yield, %: Dividend per share / Price per share at previous year-end
***Payout Ratio: Total dividend paid / Net income of previous year

Largest shareholders

Top 20 largest shareholders (as of 13 May 2019)

Marel had approximately 2,500 shareholders at year-end 2018 whereby Eyrir Invest hf. is Marel’s largest shareholder. In total the ten largest shareholders held 67.2% of the total issued shares and thereof the Icelandic pension funds held 41.4% of Marel’s issued share capital.

Marel shares were the most actively traded on NASDAQ Iceland in 2018 and the free float was 72%.

RankShareholdersTypeShares%
1Eyrir Invest hf.Investment company190,366,83828.37
2Lífeyrissjóður verslunarmannaPension fund66,454,0429.90
3Gildi - lífeyrissjóðurPension fund38,393,5615.72
4Smallcap World Fund Inc.Asset management30,060,6974.48
5Lífeyrissjóður starfsmanna ríkisins A-deildPension fund29,970,0004.47
6JNE PartnersInvestment company24,100,0003.59
7Birta lífeyrissjóðurPension fund23,968,8133.57
8Teleios Global OpportunitiesAsset management16,705,4682.49
9Landsbankinn - safnreikningur 1Bank - custody account13,372,1891.99
10Festa - lífeyrissjóðurPension fund12,637,9881.88
11Stapi lífeyrissjóðurPension fund12,275,9611.83
12Frjálsi lífeyrissjóðurinnPension fund12,234,2891.82
13Lífeyrissjóður starfmanna ríkisins B-deildPension fund9,967,0501.49
14Stefnir - ÍS 15Asset management 8,822,7781.31
15Almenni lífeyrissjóðurinnPension fund8,589,2201.28
16Stefnir - ÍS 5Asset management8,051,5071.20
17Brú - lífeyrissjóður starfsmanna sveitarfélagaPension fund7,523,6311.12
18Lífsverk lífeyrissjóðurPension fund5,706,6950.85
19Kvika bankiBank5,586,7670.83
20American Funds Insurance SeriesAsset management5,419,9030.81
Top 20 total530,207,39779.02
Others
129,673,70519.33
Marel hf.*11,126,8141.66
Total issued shares**671,007,916100.000

*The EGM  on 22 November approved an authorization for the Company to initiate a formal share buyback program that complies with the provisions of the Act on Securities Transactions No. 108/2007 and appendix to Regulation on Insider Information and Market Manipulation No. 630/2005. The Company may purchase up to 34,129,296 shares in total under the program, corresponding to 5% of the share capital. For further information, please see Marel’s announcement on 22 November 2018. The AGM in 2019 approved an authorization for the Company to acquire up to 10% of its own shares. This authorization is effective for the next 18 months from approval. Earlier authorization shall be withdrawn.


**.* The share capital of the Company amounts to ISK 671,007,916 following approvals to cancel shares based on approved proposals from the EGM on 22 November 2018 and AGM on 6 March 2019. The EGM on 22 November 2018 approved that the Company’s share capital be reduced by ISK 52,983,076 nominal value, from ISK 735,568,997 to ISK 682,585,921 nominal value. Marel’s AGM, held on 6 March 2019, approved that the Company’s share capital be reduced by ISK 11,578,005 nominal value, from ISK 682,585,921 nominal value to ISK 671,007,916 nominal value. Reduction in the share capital was executed by way of canceling a total of 64,561, 081 of the Company‘s own shares of ISK 1 each done in accordance with the provisions of Act no. 2/1995 respecting Public Limited Companies.”

EGM 22 Nov decisions 
AGM 2019 decisions 

Disclosure obligations

Disclosure obligations of shareholders due to changes in significant proportions of voting rights

In accordance with the Icelandic Securities Transaction Act No. 108/2007 (the “Act”), Marel, as issuer, (the “Company”) and the Icelandic Financial Supervisory Authority (“FSA”) 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 the thresholds of: 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 50%, 66⅔% or 90% of the total share capital. “Holder of shares”, as defined by the Act, shall mean any natural or legal person directly or indirectly holding:

  1. Shares in the issuer in its own name and on its own account;
  2. Shares in the issuer in its own name but on behalf of another natural person or legal person;
  3. Depository receipts, in which case the holder of the depository receipt shall be considered as the holder of the underlying shares represented by the depository receipt.

In such events, following the notification being sent in a verifiable manner, the Company itself shall make such notification public (through the news system of NASDAQ Iceland stock exchange). Notification requirements by the Company are laid out below.

Exemption from the notification requirement may apply in relation to shares acquired for the sole purpose of clearing and settling within the usual short settlement cycle, or when a party holds shares in the capacity of custodian (provided that such custodian can only exercise the voting rights attaching to such shares under instructions given in writing or by electronic means).

It is highly recommended to seek advice on the disclosure obligations from local advisors or financial undertakings, such as those holding custody accounts on behalf of the shareholder/s in question. Please note the time limits of the notification stipulated in the Act.

Notwithstanding this, shareholders are encouraged to familiarize themselves with their obligations in relation to the aforementioned events, especially Chapter IX of the Act (Articles 77-98) [translation in English].

Notification procedures

The special notification form available from FSA’s website needs to be properly filled in, duly signed and submitted.

With regards to the notification to the Company, and to ensure it being aware of the notification in order to make it public as described above, Marel requests to be contacted through phone (see below) either prior to or concurrently following delivery of the notification, which shall be sent to compliance.officer@marel.com and shall bear the indication “Notification - changes in significant proportions of voting rights”.

Marel’s Compliance Officer (regluvörður), his alternate (vararegluvörður) or Corporate Director of Investor Relations (fjárfestatengill) should be contacted through the number +354 563 8000 during business days and hours.

Sanctions

The FSA may impose administrative fines on any party that does not fulfill the disclosure requirements. Fines imposed on a legal person may range in amount from ISK 50,000 to ISK 50 million (which may be changed from time to time). According to Article 145 of the Act, the violation of Articles 78 and 79 is subject to fines or up to two years of imprisonment.