Listing on Euronext

The shares are currently listed under the symbol “MAREL” on Nasdaq Iceland. Application has been made to list and admit all of the shares to trading under the symbol “MAREL” on Euronext Amsterdam. The ISIN for the shares is the same in both markets, IS0000000388.

Marel shares are registered in ISK on Nasdaq Iceland and in EUR on Euronext Amsterdam.

Shareholders holding shares in Marel on Nasdaq Iceland and Euronext Amsterdam are entitled to identical voting and dividend rights.

Different liquidity levels, trading volumes, trading currencies and market conditions on the two exchanges may result in different prevailing prices and any movement in the price of Marel shares on one exchange could cause a movement in the trading price of Marel shares on the other exchange.

Yes, but Marel shareholders are advised to consult their broker about the exact possibilities and costs.

Once Marel’s shares are listed on Euronext, you can give an instruction to your Icelandic broker to buy Marel shares on Euronext Amsterdam.

You can give an order to your Dutch broker to buy Marel shares on Nasdaq Iceland. Marel is already listed on Nasdaq Iceland.

A two-day settlement schedule (T+2) applies to securities trading on both Nasdaq Iceland and Euronext Amsterdam. If you were to execute a trade on Wednesday, it would typically be settled on Friday. 

Participation in Marel’s offering is open to persons (individuals as well as legal entities) legally competent to manage their financial affairs and has the power to decide over their financial estate, with restrictions that may be imposed by law. The above conditions stipulate that if the person’s estate has been declared bankrupt and such proceedings have not been completed before the end of the offer period, that person may not participate in the offering. Persons who are not otherwise legally competent to manage their financial affairs may not participate in the Offering.

Subscriptions shall be registered electronically on a special order form available on the websites of Arion Bank at www.arionbanki.is/marel-utbod and Landsbankinn at www.landsbankinn.is/utbod/marel. Subscriptions for Marel shares will not be accepted in any other format. The subscription form will be available in Icelandic and English.

Retail investors in the Netherlands who wish to purchase Marel shares should instruct their financial intermediary. The financial intermediary will be responsible for collecting subscriptions from Dutch retail investors and for informing ABN AMRO of their subscription.

The shares offered are equivalent to approximately 15% of Marel’s total issued share capital. The offering will comprise 90,909,091 newly issued ordinary primary shares and a customary overallotment option of up to 9,090,909 ordinary primary shares.

The minimum size of orders is EUR 1,000 or the ISK equivalent.

The book-building period for the institutional offering will commence on 29 May 2019 at 09:00 hours (CEST) / 07:00 hours (GMT) and end on or around 6 June 2019 at 13:00 hours (CEST) / 11:00 hours (GMT). The subscription period for the retail offering will commence on 29 May 2019 at 09:00 hours (CEST) / 07:00 hours (GMT) and end on or around 5 June 2019 at 17:30 hours (CEST) / 15:30 hours (GMT), both subject to shortening or extensions.

The first expected day of conditional trading of the offer shares on Euronext Amsterdam is on or around 7 June 2019, and the first expected day of unconditional trading of the offer shares on the regulated markets of Euronext Amsterdam is on or around 12 June 2019, being also the expected date of admission.

Investors interested in the offering in Iceland and or the Netherlands can obtain information on the offering from the prospectus or https://marel.com/listing 

1. A shareholder instructs to his/her Icelandic broker to transfer Marel shares from Nasdaq Iceland to Euronext Amsterdam.
2. The client´s broker will give an order to Arion Bank for execution.
3. Arion Bank gives ABN AMRO an order to convert Marel shares in ISK to Marel shares in EUR.
4. Arion Bank sends SWIFT instructions to ABN AMRO for delivery of the shares.
5. Subsequently, ABN AMRO will deliver the shares to the shareholder’s broker in the Netherlands.

1. A shareholder instructs his/her broker to transfer Marel shares from Euronext Amsterdam to Nasdaq Iceland.
2. The client´s broker will give an order to ABN AMRO for execution.
3. ABN AMRO gives Arion Bank an order to convert Marel shares in EUR to Marel shares in ISK.
4. ABN AMRO send SWIFT instructions to Arion Bank for delivery of the shares.
5.  Subsequently, Arion Bank will deliver the shares to the shareholder’s broker in Iceland.

Holders of Marel shares will be able to transfer their shares between the two markets as of the first day of listing of the shares on Euronext Amsterdam.

A two-day settlement schedule (T+2) applies to securities trading on both Nasdaq Iceland and Euronext Amsterdam. If you were to execute a trade on Wednesday, it would typically be settled on Friday. 

Shareholders of Marel may be subject to Icelandic income tax on capital gains when transferring shares from Nasdaq Iceland to Euronext Amsterdam and dividends distributed by Marel are generally subject to Icelandic dividend withholding tax.

Shareholders do not need to open a securities/custodian account in the Netherlands when transferring Marel shares from Nasdaq Iceland to Euronext Amsterdam. Your Marel shares issued in the Netherlands can be held by your Icelandic custodian and your holdings will be registered in your Icelandic custody account.

Shareholders do not need to open a securities/custodian account in Iceland when transferring Marel shares from Nasdaq Iceland to Euronext Amsterdam, shares can be held in nominee accounts held by Dutch banks with their banking partners in Iceland.

Shareholders who hold shares in Marel on Nasdaq Iceland and Euronext Amsterdam have identical voting rights. One vote is attached to each share in Marel but no voting rights are attached to treasury shares held by the Company (own shares).

Shareholders have the same rights to dividends for Marel whether their shares are listed on Nasdaq Iceland or Euronext Amsterdam. Proposals for payment of dividends by the Board of Directors must be approved by the shareholders at a general meeting (either the Annual General Meeting or an extraordinary general meeting). Dividends are declared in EUR at the general meeting and converted to ISK using the EUR/ISK mid-rate of the Central Bank of Iceland.

Payment of dividends of shares registered with Nasdaq Iceland is made in ISK and payment of dividends of shares registered on Euronext Amsterdam is in EUR.

The date for the payment of dividends in the Netherlands and Iceland is the same.

Your ownership of shares in Marel will remain unchanged. Your shares will remain listed on Nasdaq Iceland as before and trading of Marel’s shares on Nasdaq Iceland will continue as before. The additional listing of Marel´s shares on Euronext Amsterdam means shareholders can, if they so choose, transfer their shares to Euronext Amsterdam – see Transfer of shares.

Because Iceland is Marel’s “home member state” the reporting obligations of substantial shareholdings is with the Icelandic Financial Supervisory Authority (FME). Under the Securities Transactions Act, which implements the Transparency Directive in part, a shareholder is required to notify both the company in which it holds shares and the FME, when its voting rights attached to the shares (including options for shares) reach, exceed or fall below 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 50%, 66 ²/₃% or 90% of the total number of votes in a company.

It is the ultimate investor who is obliged to notify the FME of its shareholdings.