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Annual General Meeting 2021 Iceland Stock Exchange: MAREL

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The annual general meeting of Marel hf. (“AGM”) will be held virtually on Wednesday, March 17, 2021 at 4:00 p.m. GMT / 5:00 p.m. CET.

Draft agenda:

  1. Introductory remarks. Election of the chair and secretary of the meeting
  2. Report of the board of directors on the activities of the company for the previous financial year
  3. CEO operational report
  4. Presentation of the Company’s annual accounts for the previous year for confirmation
  5. Decision on how to treat profit from company operations for the year 2020
  6. Report on the implementation of the companies’ remuneration policy
  7. Proposal on the remuneration policy for companies
  8. Decision on the remuneration of the members of the board of directors for the year 2021
  9. Decision on the remuneration of the company’s statutory auditors for the previous year of operation
  10. Proposal of the board of directors to modify the wording of article 15.2 of the company’s articles of association

The article authorizes the board of directors to increase the share capital up to 100,000,000 nominal value, in particular to be used in the context of the acquisition of new businesses. The amendment results in a lower par value of 75,000,000, which corresponds to 9.7% of the total issued shares, and the option to sell the new shares through an offer managed by a financial institution is added. The period of validity of the authorization is reduced from 5 years to 18 months. The proposed changes are in line with European market practices.

  1. Election of the Board of Directors
  2. Election of the company’s auditors
  3. Proposal to renew the authorization to the Board of Directors to purchase the Company’s own shares
  4. Any other legally presented business and closure of the meeting

The meeting will be held in English.

The AGM is a virtual meeting only. All shareholders must register their presence online before the meeting. Shareholders are requested to register in time for the meeting. Registration closes at 12:00 GMT / 13:00 CET on the day of the meeting.

Online registration for the meeting begins at 12 p.m. GMT / 1 p.m. CET on Thursday, February 18 and closes at 12 p.m. GMT / 1 p.m. CET on Wednesday, March 17. In particular, it should be noted that shareholders holding shares listed on Euronext Amsterdam who wish to attend and vote at the AGM should ensure that their respective custodian / broker (intermediary) has registered their attendance via the ABN web portal. AMRO in a timely manner. This applies to all shareholders who own shares listed on Euronext Amsterdam, including those who also hold shares listed on Nasdaq Iceland.

Shareholders holding shares listed on Nasdaq Iceland can register for the Lumi AGM virtual platform at https://smartagm.com. Voting at the AGM will take place electronically, using the Lumi AGM app and the Lumi AGM web solution.

The board of directors of Marels has decided to allow shareholders to vote electronically before the AGM. Shareholders holding shares listed on Nasdaq Iceland can vote electronically before the general meeting via the Lumi AGM virtual platform, with registration on https://smartagm.com. The pre-meeting electronic voting for shareholders holding shares listed on Nasdaq Iceland opens at 12:00 GMT / 1:00 p.m. CET on Friday March 12 and ends at 12:00 p.m. GMT / 1:00 p.m. CET on Wednesday March 17. Shareholders can modify / revoke their votes until the close of the vote via the virtual platform.

Shareholders holding shares listed on Euronext Amsterdam must inform their custodians / intermediaries how they wish to vote and custodians / intermediaries vote through the ABN AMROs web portal. The pre-meeting electronic voting for shareholders holding shares listed on Euronext Amsterdam opens at 12 p.m. GMT / 1 p.m. CET on Thursday February 18 and closes at 12 p.m. GMT / 1 p.m. CET on Wednesday March 17.

Nominations for the Board of Directors must be submitted in writing to the Board of Directors no later than 14 full days before the meeting, i.e. before Wednesday March 3 at 4:00 p.m. GMT / 5:00 p.m. CET.

Shareholders have the right to have a specific question examined at the annual general meeting and these proposals must be accompanied by a declaration or draft resolution to the board of directors. In order for shareholders to have proposals or questions considered by the meeting, they must have been submitted to the board of directors at least ten days before the meeting, that is to say no later than March 7 at 4:00 p.m. GMT / 5:00 p.m. CET, by e-mail to [email protected] In the event that shareholders have submitted any proposals or questions for the meeting to consider, the final agenda and proposals will be available on the meeting website no later than three days before the AGM.

On the Companys AGM website, marel.com/agm, further information regarding the general meeting is available, including further information on the right of shareholders to submit items and proposals to the meeting agendas, a draft meeting agenda , proposals from the board of directors, the company’s annual financial statements for 2020, practical information for shareholders, information on the total number of shares and voting rights as of February 17, 2021, rules on electronic voting as well as as information on the documents to be submitted in relation to the meeting.

The meeting agendas and final proposals will be made available to shareholders 14 days prior to the Wednesday March 3 meeting on the aforementioned Company AGM website.

The board of directors of Marel hf.

  • Marel AGM 2021 – Proposals of the Board of Directors

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