Marel — Proxy Solicitation & Information Statement 2017

Feb 8, 2017

Marel hf. – Annual General Meeting 2017

Marel hf. – Annual General Meeting 2017

                Marel hf. – Annual General Meeting 2017

The Annual General Meeting of Marel hf. will be held at the Company‘s
headquarters at Austurhraun 9, Gardabaer, Iceland, on Thursday, 2 March 2017 at
16:00.

Agenda:

-- Annual General Meeting matters as provided for in Article 4.13 of the
Company‘s Articles of Association.
-- Report on the execution of remuneration policy.
-- Proposal on a Share-Based Incentive Scheme proposal.
-- Proposal on a renewed authorization for the Company to buy own shares.
-- Any other business, lawfully presented.

The meeting will be conducted in English.

In particular, it should be noted that candidatures for the Board of Directors
shall be submitted in writing to the Board of Directors at least five full days
prior to the meeting, i.e. before Saturday 25 February at 16:00 pm (GMT).

In order for shareholders to have proposals or matters considered by the
meeting, they must have been submitted to the Board of Directors at least ten
days prior to the meeting, i.e. by the latest on Monday 20 February at 16:00 pm
(GMT).

On the Company’s AGM website (www.marel.com/agm) further information in
relation to the Annual General Meeting can be found, including further
information on the right of shareholders to submit items and proposals to the
meeting’s agenda, a draft agenda for the meeting, proposals of the Board of
Directors, Company's annual statements for the year 2016, information on the
total number of shares and voting rights as of 8 February 2017, proxy template,
as well as information on documents to be submitted in relation to the meeting.

The meeting’s agenda and final proposals will be available to shareholders
seven days prior to the meeting, both on the aforementioned AGM webpage of the
Company as well as at the Company‘s offices at Austurhraun 9, Gardabaer,
Iceland.

Agents of shareholders shall submit written proxies at the entrance of the
meeting. Ballots and other applicable documents will be available at the venue
of the meeting as of 15:30 on the day of the meeting.

The Board of Directors of Marel hf.