Marel — Proxy Solicitation & Information Statement 2020

Mar 11, 2020

ELECTRONIC PARTICIPATION IN THE 2020 AGM

Shareholders and shareholders proxies can participate electronically in the 2020 AGM by attending the meeting virtually or by voting electronically before the meeting. Please read the relevant instructions below.

Attending the AGM virtually

A. Shares listed on Nasdaq Iceland

Shareholders and shareholders proxies attending the AGM virtually have to pre-register to the AGM before 12:00 GMT/13:00 CET on the day of the meeting in the shareholder portal on Marel's website.

Login credentials (username and password) are necessary to access the shareholder portal. Login credentials were sent by regular mail to all shareholders that had a valid mailing address in Marel's share registry on 19 February 2020.

Shareholders that have not received the credentials, can order login credentials in the shareholder portal, by typing their ID number in the lower of the two boxes displayed. Please note it is not possible to apply for new credentials by typing an e-mail address in the upper of the two boxes displayed.

Since it may take a few days to receive login credentials by mail, please make sure to access the shareholder portal in good time before the AGM. If problems arise, please contact agm@marel.com for assistance.

To be able to participate virtually in the AGM it is necessary to list your e-mail address in the shareholder portal. Shareholders do that by opening "Personal data" in the shareholder portal and inserting their e-mail address. Information necessary to access the virtual AGM (Meeting ID, username and password to access the virtual AGM) will be distributed to shareholders via the registered e-mail address.

The virtual AGM, including webcast, voting and the ability to submit questions will be conducted through the Lumi web application (web.lumiagm.com/109544585) and the LUMI AGM app (obtainable through iOS App Store or the Google Play Store by searching and downloading "LUMI AGM").

Shareholders that have voted electronically before the AGM can attend the meeting virtually as long as they pre-register their attendance to the meeting as described above.

Shareholders that hold both shares listed on Nasdaq Iceland and Euronext Amsterdam have to follow the instructions for both listing venues to be able to attend the AGM virtually and vote for all of their shares.

B. Shares listed on Euronext Amsterdam

Shareholders holding shares listed on Euronext Amsterdam hold their shares under the Dutch giro system and are not registered in Marel's share register in their own name.

Shareholders are advised to contact their custodian/intermediary as soon as possible and let them know of their intentions to attend the AGM virtually. Custodians/intermediaries will provide shareholders with information on how to access the virtual AGM and provide the necessary credentials and information on how to attend.

Information on the registration of virtual attendance has to reach Marel before 12:00 GMT/13:00 CET on the day of the meeting, but please note that individual custodians/intermediaries might need time to process the request and/or might put stricter time-limits on receiving instructions concerning the AGM.

Shareholders that have voted electronically before the AGM can attend the meeting virtually as long as they pre-register their attendance to the meeting as described above.

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Shareholders that hold both shares listed on Euronext Amsterdam and Nasdaq Iceland have to follow the instructions for both listing venues to be able to attend the AGM virtually and vote for all of their shares.

Electronic voting before the AGM

Shareholders not attending the AGM in person/by proxy that would like to vote on the AGM proposals, can cast their votes electronically before the AGM, as provided for by Rules for electronic voting, set by the Board of Directors and dated 19 February 2020. The Rules for electronic voting can be found in its entirety on the Company's website www.marel.com/agm. Votes cast before the AGM have to reach the Company before 12:00 GMT /13:00 CET on 18 March 2020 by the means described below. Shareholders will not be able to cast their votes after that time electronically or by other means unless they attend the AGM virtually, in person or by proxy.

A. Electronic voting before the AGM for shares listed on Nasdaq Iceland

• Shareholders holding shares listed on Nasdaq Iceland can vote electronically before the AGM through the Shareholder portal, accessible on Marel's website, https://marel.com/investors/shareholder-center/. The Shareholder portal will be open for voting from the day of this AGM convocation until 12:00 GMT /13:00 CET on 18 March 2020. Shareholders can change/revoke their votes until the close of voting through the Shareholder portal.

Please note that for shareholders to be able to access the Shareholder portal they have to login using a valid username and password. Shareholders are strongly advised to test/request login credentials as soon as possible since in case of problems it can take up to 5 working days to receive new login credentials. If problems arise, please contact agm@marel.com for assistance.

• Usernames and passwords for the Shareholder portal were sent to all shareholders holding shares listed on Nasdaq Iceland having valid mailing addresses registered in Marel's share register on 19 February 2020. First time usernames and passwords are only sent through regular mail to the mailing address of the shareholder as listed in Marel's registry of shareholders.

• Shareholders can also request a username and password through the Shareholder portal on Marel's website https://marel.com/investors/shareholder-center/, by inserting their ID number in the lower box displayed. As stated before, first time usernames and passwords are only sent by regular mail and shareholders are advised to act in good time.

• Shareholders can vote on proposals by choosing FOR, AGAINST or ABSTAIN on the electronic ballot in the shareholder portal.

• New candidates to Marel's Board of Directors can come forward after the opening of voting in the Shareholder portal since candidates have until 5 days before a shareholders' meeting to declare candidacy to Marel's Board of Directors.

• Shareholders that control at least 1/10 of the shares of the Company can request that a proportional or cumulative election be held when electing directors for Marel's Board of Directors. Shareholders have until 5 days before a shareholders' meeting to submit this request to Marel's Board of Directors. Should such a request come forward the Shareholder portal will be amended to be able to receive votes as per the requested voting rule. Votes cast in the Shareholder portal before the request was made will be considered to be in equal proportions to all candidates voted on.

• According to article 4.22 in Marel's Articles of Association, lawfully submitted proposals to supplement or alter the agenda may be proposed at the meeting itself, even though they have not been available to shareholders for examination. Votes that have been cast before the AGM through the Shareholder portal on proposals that may be supplemented or altered at the AGM will be deemed to be for the original proposal and against the supplemented/altered agenda.

• Shareholders that have voted electronically through the Shareholder portal can attend a shareholders' meeting and vote at the meeting and revoke votes cast through the Shareholder portal or attend the meeting without voting rights.

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Shareholders are however encouraged to attend the meeting virtually or cast their votes before the meeting electronically.

• Marel takes no responsibility for shareholders not being able to access the Shareholder portal in time for voting due to the lack of username and password to the portal, technical difficulties or other problems that may arise and prevent them from voting through the Shareholder portal. Furthermore Marel takes no responsibility for shareholders voting on an agenda that is not final or based on voting rules that are later changed due to a lawful request for a proportional or cumulative election.

B. Electronic voting before the AGM for shares listed on Euronext Amsterdam

• Electronic voting for shares listed on Euronext Amsterdam will be through a web portal managed by ABN AMRO Bank NV, Marel's AGM agent. Electronic voting of shares listed on Euronext Amsterdam is based on a power of an attorney issued by Euroclear Nederland as legal owner of all shares in Marel listed on Euronext Amsterdam to the beneficial owners holding an interest via Euroclear Nederland (shareholders). This allows shareholders to exercise the voting rights and attend a shareholders meeting, or give instructions relating to those voting rights or attendance.
• Custodians/intermediaries can access the web portal through ABN AMRO's website www.abnamro.com/intermediary. Shareholders are advised to contact their custodian/broker (intermediary) as soon as possible to obtain further information on how to vote electronically without attending the AGM.
• Shareholders inform their custodians/intermediaries on how they would like to vote and the custodians/intermediaries vote through the web portal on proposals by choosing FOR, AGAINST or ABSTAIN on the electronic ballot in the web portal.
• New candidates to Marel's Board of Directors can come forward after the opening of voting in the web portal since candidates have until 5 days before a shareholders' meeting to declare candidacy to Marel's Board of Directors. A final list of candidates will be published by the latest 2 days before the meeting.
• Shareholders that control at least 1/10 of the shares of the Company can request that a proportional or cumulative election be held when electing directors for Marel's Board of Directors. Shareholders have until 5 days before a shareholders' meeting to submit this request to Marel's Board of Directors. Should such a request come forward the web portal will be amended to be able to receive votes as per the requested voting rule. Votes cast in the web portal before the request was made will be considered to be in equal proportions to all candidates voted on.
• Votes must be cast in ABN AMROs web portal no later than at 12:00 GMT / 13:00 CET on 18 March 2020. Votes cast after that time will be considered invalid. Custodians/brokers (intermediaries) may close for voting at an earlier time and Marel will not be held responsible or otherwise liable if a shareholder cannot vote or vote on final proposals that have been added to the agenda, or based on different voting rules, or due to the fact that a custodian/broker/intermediary has closed for voting too early.
• According to article 4.22 in Marel's Articles of Association, lawfully submitted proposals to supplement or alter the agenda may be proposed at the meeting itself, even though they have not been available to shareholders for examination. Votes that have been cast before the AGM through the web portal on proposals that may be supplemented or altered at the AGM will be deemed to be for the original proposal and against the supplemented/altered agenda.
• Marel takes no responsibility for shareholders not being able to cast their votes before the AGM through custodians/brokers (intermediaries) due to technical difficulties or other problems that may arise and prevent them from voting through their respective custodians/brokers (intermediaries).

C. Electronic voting of shareholders holding both shares listed on Nasdaq Iceland and Euronext Amsterdam

Shareholders that hold both shares listed on Nasdaq Iceland and Euronext Amsterdam, that would like to vote electronically before the AGM, have to follow the instructions listed under both capital letters A and B above. Shareholders are made aware of that it is neither possible to cast votes electronically for shares listed on Euronext Amsterdam through the Computershare shareholder portal nor cast votes for shares listed on Nasdaq Iceland through ABN AMROs web portal via brokers/custodians (intermediaries).