<p>Shares</p>

<p><span style="font-weight: 400;">Marel is committed to being open and transparent in all matters, and that includes information related to shares. View our latest results, see a rundown of the largest shareholders, and learn more about our dividend policy.</span></p>

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>Marel is the largest company on Nasdaq Iceland by market capitalization</p>

Shareholders

Top 20 largest shareholders (as of 23 April 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 fund38,593,5615.75
4Lífeyrissjóður starfsmanna ríkisins A-deildPension fund30,858,0004.60
5Smallcap World Fund Inc.Asset management30,060,6974.48
6Birta lífeyrissjóðurPension fund24,116,9173.59
7JNE PartnersInvestment company24,100,0003.59
8Teleios Global OpportunitiesAsset management16,705,4682.49
9Festa - lífeyrissjóðurPension fund12,637,9881.88
10Stapi lífeyrissjóðurPension fund12,375,9611.84
11Frjálsi lífeyrissjóðurinnPension fund12,234,2891.82
12Landsbankinn - safnreikningur 1Bank - custody account11,772,1891.75
13Lífeyrissjóður starfmanna ríkisins B-deildPension fund10,262,3701.53
14Stefnir - ÍS 15Asset management 9,988,0651.49
15Stefnir - ÍS 5Asset management9,004,9241.34
16Almenni lífeyrissjóðurinnPension fund8,889,2201.32
17Brú - lífeyrissjóður starfsmanna sveitarfélagaPension fund7,523,6311.12
18Lífsverk lífeyrissjóðurPension fund5,706,6950.85
19American Funds Insurance SeriesAsset management5,419,9030.81
20Söfnunarsjóður lífeyrisréttindaPension fund5,368,9940.80
Top 20 total532,439,75279.35
Others
127,288,35018.97
Marel hf.*11,279,8141.68
Total issued shares671,007,916100.000

*The EGM on 22 November 2018 approved all proposals presented by the board. There were two proposals on the meeting’s agenda. The meeting approved that the Company’s share capital shall be reduced by ISK 52,983,076 nominal value, from ISK 735,568,997 to ISK 682,585,921 nominal value. The reduction will be executed by way of canceling 52,983,076 of the Company‘s own shares of ISK 1 each, in accordance with the provisions of Act No. 2/1995 on Public Limited Companies.

The EGM also 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.

Dividends

Marel’s dividend policy was first disclosed at Marel’s annual general meeting in March 2011. Over the past five 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)2017201620152014*2013
Dividend per share EUR cents2.141.580.480.000.97
Dividend yield, %**1.0%0.9%0.5%-
1.2%
Payout ratio, %***20%20%30%-
20.%
Ex. Dividend dateMar 3Mar 3
Mar 5
-
Mar 7
Record date
Mar 6
Mar 4
Mar 6-
Mar 11
Payment date
Mar 23Mar 23Mar 27-Apr 5

*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

AGM

<p>Each Marel annual general meeting is one 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>

Share capital

At year-end 2018, there were 682.6 million Marel shares issued, all in one class. Of the total share capital base, Marel holds 1.6% or 10.8 million shares (2017: 41.7 million treasury shares).

Marel‘s Extraordinary General Meeting (EGM), held on 22 November 2018, approved the two proposals that were on the agenda. Firstly, to reduce the company‘s share capital by ISK 53.0 million nominal value, by cancelling 53.0 million of the Company‘s own shares. The company‘s share capital was thus reduced from ISK 735.6 million to ISK 682.6 million nominal value.

Secondly, to initiate a formal share buyback program, under which the Company may purchase up to 34,129,296 shares in total, corresponding to 5% of share capital. The main purpose of the program is to reduce the company‘s share capital and to meet its obligations under share incentive programs with employees.

At year-end 2018, Marel hf. had purchased a total of 4.1 million shares under the buyback program, which corresponds to 0.6% of issued shares in the company, for a total purchase price of EUR 11.3 million.

During the year, Marel purchased 24.1 million shares for a total amount of EUR 71.7 million, thereof 4.1 million shares for EUR 11.3 million according to the buyback program. Marel sold 2.1 million treasury shares for EUR 2.2 million to fulfill employees’ stock option schedules and subsequently cancelled 53.0 million own shares.

Stock options are granted to management and selected key employees. Granted and unexercised stock options totaled 11.9 million shares, of which 1.7 million were exercisable at the end of 2018. The remainder will become vested in the years 2019 to 2021.

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 is valid for five years following its adoption. No new shares were issued in 2018 under this resolution.

Distribution of shares

(excluding treasury shares, as of 31 December 2018)

Number of sharesShareholders%Shares%
1 - 9,999
1,607
64.515,360,170
0.79
10,000 - 99,99971428.6721,134,295
3.10
100,000 - 9,999,999
155
6.22139,559,12320.45
10,000,000 - 99,999,999140.56315,403,08946.21
100,000,000 and more10.04190,366,83827.89
Total without treasury shares2,491100.00671,823,51598.42