Marel — Major Shareholding Notification 2017

Nov 28, 2017

FJÁRMÁLAEFTIRLITIĐ
THE FINANCIAL SUPERVISORY AUTHORITY, ICELAND

STANDARD FORM – NOTIFICATION OF THE ACQUISITION OR DISPOSAL OF MAJOR PROPORTIONS OF VOTING RIGHTS

VOTING RIGHTS ATTACHED TO SHARES – ARTICLE 85 OF THE ACT ON SECURITIES TRANSACTIONS NO. 108/2007

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached¹: MARL

2. Reason for the notification (please tick the appropriate box or boxes):
   ☐ an acquisition or disposal of voting rights
   ☐ an acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
   ☐ an event changing the breakdown of voting rights

3. Full name of person(s) subject to the notification obligationⁱ: Marel hf.

4. Full name of shareholder(s) (if different from the person mentioned in point 3.)ⁱⁱ:

5. Date of the transaction and date on which the threshold is crossed or reachedⁱˣ:

28 November 2017

1. Threshold(s) that is/are crossed or reached:

Exceeding 5%

1. Notified details: Transaction made on the basis of an authorization from the Board of Directors of Marel hf. to management to purchase own shares for nominal value of 15 million, to be used as payment for potential future acquisitions, as per the company’s announcement on 26 July 2017. Marel’s own shares amounted to 36,747,226 or 4.99% of total issued share capital in the company before the transaction, and after the transaction the company’s own shares amount to 41,747,226 or 5.68% of issued share capital in the company.

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FJÁRMÁLAEFTIRLITIÐ

THE FINANCIAL SUPERVISORY AUTHORITY, ICELAND

A) Voting rights attached to shares

Class/type of shares (if possible using the ISIN CODE)	Situation previous to the Triggering transaction		Resulting situation after the triggering transaction xi
	Number of Shares	Number of Voting rights xii	Number of shares	Number of voting rights xiii		% of voting rights
			Direct	Direct ix	Indirect x	Direct	Indirect
IS0000000388	36.747.226	36.747.226	41.747.226	41.747.226
SUBTOTAL A
(based on aggregate
voting rights)
---	---	---	---	---	---

B) Financial Instruments

Resulting situation after the triggering transaction xi

Type of financial instrument	Expiration Date xii	Exercise/Conversion Period/ Date xiii	Number of voting rights that may be acquired if the instrument is exercised/converted	% of voting rights
		SUBTOTAL B (in relation to all expiration dates)
Total (A+B) [if applicable]	number of voting rights	% of voting rights
---	---	---

1. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable xiv:
2. In case of proxy voting: [name of the proxy holder] will cease to hold [number] voting rights as of [date]. N/A
3. Additional information: No voting rights are attached to own shares of the company.

Gardabaer, 28 November 2017

On behalf of Marel hf.

Arni Sigurjonsson, General Counsel