Marel — Proxy Solicitation & Information Statement 2019

Mar 1, 2019

INFORMATION ON DIRECTOR CANDIDATES
ANNUAL GENERAL MEETING 2019 – MAREL HF.

The deadline for declaring candidature for the Board of Directors of Marel hf., to be elected at the Annual General Meeting on 6 March 2019, has now passed. The Board of Directors proposes that the Company's shareholders elect seven Directors to serve on the Board. Below is information on the seven candidates (in alphabetical order), which have all submitted written notices of candidature in accordance with Article 63 a of the Act on Public Limited Liability Companies No. 2/1995 and Article 5.2 of the Articles of Association of Marel hf. Information on current members of Board of Directors can also be found on the Marel website: http://marel.com/corporate/about-marel/corporate-profile/board-of-directors

Dr Ólafur Steinn Gudmundsson

Member of the Board of Directors since 2014, born in 1969, residing in the US. Dr Gudmundsson is the Head of Discovery Pharmaceutics at the Bristol-Myers Squibb Company, a global biopharmaceutical company. He has previously held various senior-level management positions within the pharmaceutical industry both for Bristol-Myers Squibb and Genentech Inc. Dr Gudmundsson is an active investor within the area of pharmaceutics and biotechnology and has sat on the board of several biotech and pharmaceutical companies. He holds a doctorate degree in Pharmaceutical Chemistry from The University of Kansas and a Pharmacy degree from The University of Iceland. Dr Gudmundsson is also associated with the Pharmaceutical Chemistry department at Purde University. He and financially related parties hold 1,705,427 shares in the Company, but holds no share options. He is a non-executive Director on the Board of Eyrir Invest hf., the Company's largest shareholder. He has no interest links with the Company's main customers or competitors.

Ástvaldur Jóhannsson

Member of the Board since 2014, born in 1961 and currently residing in Iceland. Jóhannsson is a Business Development Director at Controlant, a cloud based software service solutions provider, monitoring and improving the supply chain, focusing on the Food- and Pharmaceuticals Industries. Jóhannsson has extensive international business experience, as he previously held various senior international management positions for Össur hf., the Global noninvasive Orthopedics Corporation and as an Executive Director within the financial sector, leading the International Division of Valitor hf., eCommerce payment solutions- and services provider. Before he served as a member of the Executive Team of the IT company Nyherji hf. (now as Origo, previously IBM Iceland), as a Sales- and Marketing Director at Penninn, bookshop- and office service retail chain and as a System Analyst Expert within the IT sector focusing on Process Design and Development. He has a degree in Management Information Systems from Heriot-Watt University in Edinburgh, Scotland and a MBA from the University of Iceland. Jóhannsson neither holds shares nor share options in the Company.

Margrét Jónsdóttir

Member of the Board of Directors, born in 1954, residing in Iceland. Jónsdóttir became a Board Member in 2006. She is the Managing Director of Operations of Eyrir Invest hf. Currently, she also sits on the Board of Directors of Eyrir sprotar GP ehf. Prior to joining Eyrir Invest, Jónsdóttir was the Director of Finance at Edda Publishing hf. (December 2001-October 2002), Director of Finance at Kreditkort hf. (August 2000-December 2001), and Manager of Finance at Fjárfestingarbanki Atvinnulífsins hf. (January 1998-June 2000) and its predecessor Iðnlánasjóður (September 1988-December 1997). She has a MSc degree in Accounting and Auditing from the University of Iceland, and a Cand.oecon degree in Business Administration from the University of Iceland. Jónsdóttir and related parties hold 195,113 shares in the

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Company, but holds no share options. She is the CFO of Eyrir Invest hf., the Company's largest shareholder. She has no interest links with the Company's main customers or competitors.

Ton van der Laan

Van der Laan is born in 1953, residing in the Netherlands. He is a non-executive Board Member of Vion Foods, Royal de Heus, Dümmen Orange and the Rainforest Alliance. Van der Laan is the former CEO of Nidera Capital in the Netherlands and Argentina, a company active in financing and distribution of grains and oilseeds, EVP Animal Proteins at Cargill in the USA, the leading global food company, and CEO of Provimi in the Netherlands, the global leader in the animal feed industry. Prior to that, he held several executive roles at Unilever, the global consumer food company, over a period of 22 years. There he was located in the Netherlands, UK, Czech Republic and Slovakia. He also served as Managing Director of Philips Domestic Appliances and Personal Care. Van der Laan holds a Masters Degree in Mechanical Engineering from Twente University. Vion Foods, of which Van der Laan is a non-executive Board Member, is a customer of Marel. Otherwise, he has no interest links with the company's customers, competitors or major shareholders. Van der Laan neither holds shares nor share options in the Company.

Arnar Thór Måsson

Member of the Board of Directors since 2001, born in 1971 and currently residing in London. Måsson is the Alternate Director on the Board of Directors at the European Bank for Reconstruction and Development (EBRD) in London. He has extensive experience in re-organization, strategy and project management. Måsson was prior Director General of the Department of Administrative Development at the Prime Minister's Office and the Deputy Director General of the Financial Management Department at the Ministry of Finance, as well as Adjunct lecturer at the Department of Political Science at the University of Iceland. Måsson does not sit on the Board of Directors of any other company than Marel and EBRD. In the past he has been a member of the boards of Hjaltadalur Heating Utility, the Weights and Measures Office and the Institute of Public Administration and Politics at the University of Iceland. He has a MSc degree in Comparative Politics from London School of Economics and Political Science, BA degree in Political Science from the University of Iceland and studied securities brokerages at the University of Reykjavik. Måsson neither holds shares nor share options in the Company. He has no interest links with the Company's main customers, competitors or major shareholders.

Ásthildur Margrét Otharsdóttir

Chairman of the Board of Directors, born in 1968, residing in Iceland. Otharsdóttir became a Board Member in 2010 and Chairman in 2013. She is an independent consultant and a Board Member at Icelandair Group hf., Chairman of Frumtak Ventures, Council Member at the University of Iceland and Board Member at the Court of Arbitration of the Icelandic Chamber of Commerce. Otharsdóttir has prior work and business experience including Global Director of Corporate Development and Treasury at Össur hf., Senior Account Manager at Kaupthing Bank hf., now Arion bank, and Consultant at Accenture. She has an MBA degree from the Rotterdam School of Management, the Netherlands, and a Cand.oecon. degree from the University of Iceland. Otharsdóttir and financially related parties hold 32,000 shares in the Company, but no share options. She has no interest links with the Company's main customers, competitors or major shareholders.

Ann Elizabeth Savage

Ann Elizabeth Savage is born in 1957, residing in the United Kingdom. Savage became a Board Member in 2013. Savage was formerly the Group Technical Director of Bakkavör Group and a member of its Member of Management Board. She was mainly responsible for Food Safety, Health and Safety management, Manufacturing Excellence and Environmental management at Bakkavör. Savage has played variety of

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roles during her career, with over 35 years' experience in technical and research and development departments and manufacturing within the retail and food industry, more specifically for Cooperative Wholesale Society (CWS) Northern Foods and Bakkavör, formerly Geest. Currently, she does not sit on the Board of Directors of any other company. Savage studied at the Open University and holds Post Graduate Diploma in Management Studies from Nottingham University. She is also a member of the Board of Governors for Boston College and a Food Safety Consultant. Savage neither holds shares nor share options in the Company. She has no interest links with the Company's main customers, competitors or major shareholders.