Marel — AGM Information 2015

Feb 25, 2015

MAREL HF.

ANNUAL GENERAL MEETING 2015

4 MARCH 2015

AGENDA

1. Report of the Board of Directors on the activities of the Company during the preceding year of operation.

2. CEO’s operational report.

3. Submission of the annual accounts of the Company for the preceding year for confirmation and decision on how to address the profit or loss from the Company’s operations for the year.

4. Decision in respect of dividends for the year 2014.

5. Decision on remuneration to the members of the Board of Directors for the next year of operation and of the Auditor for the preceding year of operation.

6. Proposal on the Company’s remuneration policy.

7. Amendments to the Company’s Articles of Association

a) The Board of Directors proposes that the following amendment will be made to the Company’s Articles of Association:

• Article 4.13 regarding information to be published before shareholder meetings and applicable time-limits, adjusted in accordance with Article 88 d of Act no. 2/1995 on Public Limited Companies.

b) Gildi Pension Fund, as shareholder in the Company, proposes that the following amendment will be made to the Company’s Articles of Association:

• Article 15.2 in repealing of the Board’s authority to offer new shares to certain shareholders, and the authority to allocate new shares without pre-emptive rights will be limited to circumstances where the share increase is a part of the Company’s acquisition of new businesses, and the new shares are used as payment in the relevant transaction.

• Elections to the Board of Directors.

• Election of an auditor or auditing firm.

• Any other business, lawfully presented.