Marel — M&A Activity 2025

Jan 2, 2025

SHARE TRANSFER FORM - FOR SHARES IN MAREL HF. –

SHAREHOLDER:	Correctly completed and signed Transfer Forms must be sent by email, delivered by hand or sent by postal mail to the Settlement Agent at the following address::
	If by email:	If by mail:	If by hand:
	Marel2024@arionbanki.is	Borgartún 19, 105 Reykjavík, Iceland	Borgartún 19, 105 Reykjavík, Iceland
The shareholders' registry of Marel hf. shows:
Securities account	Bank account number for the cash consideration	No. of shares in Marel:	Third-party rights registered:

By signing this transfer form, the undersigned (hereinafter referred to as the "Shareholder") transfers all of their shares in Marel hf., a limited liability company registered under Icelandic law with ID number 620483-0369 ("Marel" or the "Company"), to John Bean Technologies Europe B.V. (the "Assignee"), a wholly-owned subsidiary of John Bean Technologies Corporation ("JBT"), at a price of EUR 3.60 per share (based on a reference price of USD 96.25 per JBT share), equivalent to ISK 538 per share (based on the exchange rate ISK/EUR of 149.5).

In exchange for transferring their Marel shares (the "Shares"), shareholders may choose the form of payment, either (i) EUR 3.60 per Share paid in cash (the "All-Cash Offer Consideration"), (ii) 0.0407 newly and validly issued, fully paid and non-assessable shares of common stock, par value \$0.01 per share, of JBT (each, a "JBT Offer Share") (the "All-Stock Offer Consideration") or (iii) a combination of 0.0265 newly and validly issued, fully paid and non-assessable JBT Offer Shares and EUR 1.26 in cash (the "Mixed Offer Consideration"). Shareholders can choose to receive shares in JBT listed on either (i) the NYSE or (ii) Nasdaq Iceland, and if no specific selection is made, the Shareholder will receive shares in JBT listed on the NYSE. Elections will be subject to a proration such that the shareholders of Marel, as were immediately prior to the closing of the voluntary takeover offer submitted by the Assignee, will receive an aggregate of approximately EUR 950 million in cash and approximately a 38% interest in the combined company of JBT and Marel. Shareholders who elect the All-Cash Offer Consideration will thus only receive JBT Offer Shares if proration results in such Shareholders receiving a mix of cash and JBT Offer Shares. The redemption price is the same price and payment option ultimately calculated and offered to Marel's shareholders in the voluntary takeover offer submitted by the Assignee on 24 June 2024 and any payments, or prorated payments, as applicable, received by Shareholders in this redemption process shall not in any instance be of higher value than any Shareholder received as a consideration in the takeover offer

TRANSFER DEADLINE:

This transfer form must be received by Arion Banki hf. (the "Settlement Agent") per mail, e-mail, or physical delivery by 5.00 p.m. (Icelandic time) on 30 January 2025. Shareholders who are not registered as existing customers of the Settlement Agent, must verify their identity to the Settlement Agent in accordance with requirements of the applicable anti-money laundering legislation, unless an exemption is available. Shareholders who have designated an existing Icelandic bank account and an existing securities account on the Transfer Form are exempted, unless verification of identity is requested by the Settlement Agent. The Assignee reserves the right to reject any Transfer Form that is not correctly or lawfully completed.

INSTRUCTIONS FOR TRANSFER:

1. The redemption price will be paid to the Shareholder as indicated below (select your choice by checking one box only), and if no explicit selection is made, the Shareholder will receive payment as described in option three (combination of 0.0265 JBT shares and EUR 1.26 in cash).

I/We want to receive the 100% of the consideration for my/our Shares in the form of All-Cash Offer Consideration, i.e. EUR 3.60 in cash per Share.
I/We want to receive 100% of the consideration for my/our Shares in the form of All-Stock Offer Consideration, i.e. 0.0407 JBT Offer Shares per Share.
I/We want to receive 100% of the consideration for my/our Shares in the form of Mixed Offer Consideration, i.e. a combination of 0.0265 JBT Offer Shares and EUR 1.26 in cash per Share.

1. The Shareholder will receive JBT shares as indicated below (select your choice by checking one box only), and if no selection is made, the Shareholder will receive JBT shares listed on the NYSE.

I/We want to receive JBT Offer Shares listed on NYSE.
I/We want to receive JBT Offer Shares listed on the main market of Nasdaq Iceland.

1. Shareholders who elect the All-Cash Offer Consideration should make an election in this paragraph 3 for any JBT Offer Shares they may receive as a result of proration (select your choice by checking one box only). If no selection is made, the Shareholder will receive JBT shares listed on the NYSE.

I/We want to receive JBT Offer Shares listed on NYSE.
I/We want to receive JBT Offer Shares listed on the main market of Nasdaq Iceland.

• 1. The Shareholder confirms that, (i) due to proration, he may receive a form of consideration different from the specifications made by him in paragraph one (1) above and (ii) any consideration, or prorated consideration, received by the Shareholder shall not in any instance be of higher value than any shareholder of Marel received as a consideration in the voluntary takeover offer.
• 1. This transfer form grants the Settlement Agent irrevocable permission to block the Shares tendered hereunder on the abovementioned securities account on behalf of the Assignee and to debit the Shareholder's securities account, and to transfer the shares tendered hereunder to the Assignee in exchange against payment of the redemption price.
• 1. The Shareholder confirms, subject to the Shareholder's specifications in paragraph 1 above, that any cash consideration will be made by transfer of euros (EUR) to the bank account designated for dividend payments or the bank account stated below. If there is no record of such account and no bank account has been stated below, the Settlement Agent will deposit the amounts for collection at a later stage, which shall be deemed as final settlement of the cash portion of the consideration selected in paragraph 1 above, as applicable, for the relevant Shares and entitles the Settlement Agent to transfer the relevant Shares to the Assignee. For Shareholders who do not hold a bank account with an Icelandic bank, payment details for offshore payments must be included in addition to the bank account number, such as name of the bank, SWIFT/BIC, IBAN, or similar payment codes depending on the jurisdiction where the bank account is located.

Fill in here (if relevant)

___________________________

Bank

SWIFT/BIC code

IBAN number

___________________________

1. Any third party with registered encumbrances or other third-party rights over the Shares and/or the securities account(s) must sign the Transfer Form and thereby waive their rights therein and approve the transfer of the Shares to the Assignee free of any encumbrances and any other third party right whatsoever. This Transfer Form may only be regarded to be valid if any rights holder (marked with a "Yes" under "Third-party rights registered" in the right-hand box above) has consented to the sale and transfer of the Shares, free of any encumbrances and any other third party right whatsoever, by signing this Transfer Form under "third-party rights" below.

___________________________

• 1. The Shareholder grants irrevocable permission to the Settlement Agent to transfer the cash portion of the payments as selected in paragraph one (1) above to the Shareholder's account and in any other way execute all formalities necessary to deliver the JBT Shares to the Shareholder's securities account.
• 1. This transfer form is governed by Icelandic law. All disputes shall be resolved under the jurisdiction of Icelandic courts, with the District Court of Reykjavik as the court of venue.

Information concerning the Shareholder (mandatory)		Information concerning the third-party rights (if applicable)
Personal identification no. / Business reg. no	Phone	Personal identification no. / Business reg. no.	Phone
Legal Entity Identifier, LEI (for companies/legal entities)		Address (street, box, etc.)
Name/Company name		Name/Company name
City/country	Date	City/country	Date
Signature of Shareholder (parent or guardian if the holder is a minor)*		Signature of rights holder*

* if signed by power of attorney, the power of attorney (and with respect to companies, certificate of registration or similar documentation) shall be enclosed. If signed by a person with signatory right, certificate of registration or similar documentation shall be enclosed.

National Client Identifier – NIC if the shareholder is a natural person

Citizenship, state all if several	Birthday (year, month, day)	ID no. (if Icelandic citizen, the personal
		identification no.)