Marel — Share Issue/Capital Change 2014

Dec 3, 2014

Correction - Marel Issuance of Stock Options

Correction - Marel Issuance of Stock Options

In the version previously published one name was missing from the list. That
has now been corrected.

The Board of Directors of Marel hf. resolved on December 2, 2014 to grant to
the members of Marel's Executive Team up to 2.5 million shares through stock
option agreements.

The aim of the stock option agreements is to align the interests of senior
management and the company in the long run. This is in accordance with the
company's remuneration policy approved at Marel's Annual General Meeting in
March 2014. The stock options will be granted to all members of the Executive
Team, excluding the CEO. All will receive the same number of options, 225,000.

Key terms and conditions of the agreements are as follows:

-- The stock option agreements entitle purchase of shares at the base offering
price of EUR 0,8613 per share[1] that increases annually by 3% (hurdle
rate). The exercise price shall be adjusted for any dividend payments made
by the Company after the grant date.
-- The options are allotted in three layers, so that the first 60% are
exercisable in April 2018, the second 20% in 2019, and the remaining 20% in
2020. Exercise periods are two per year in April and October. Option
holders can delay exercise of these options to 2021, when the agreements
expire and all allotted but unexercised options are cancelled.
-- Executive Team members are required to hold shares corresponding to
approximately the net gain after tax from exercising the options, whilst
employed by Marel.

The total number of shares granted by Marel hf. in stock option agreements with
employees, including this new stock option scheme, currently amounts to 16.9
million shares corresponding to approximately 2.3% of total share capital. The
company's cost of the new share option scheme is estimated to be EUR 346,000
over the next 5 years based on the option pricing model of Black-Scholes.

Arni Sigurdsson Head of Strategy and Development now becomes a member of the
Executive Team.

Details of the share options granted to Marel´s Executive Team:

Name: Title: New Older granted Shareholding in own
Stock and unexercised name and/or fin.
Option options related parties
Anton de MD IC Poultry 225,000 665,000 0
Weerd
Arni Head of 225,000 0 0
Sigurdsso Strategy
n
David Corp. Dir. HR 225,000 60,000 50,000
Freyr
Oddsson
David MD IC Meat 225,000 260,000 0
Wilson
Gerrit Den MD Further 225,000 335,000 0
Bok Processing
Linda CFO 225,000 182,500 0
Jonsdotti
r
Paul van Head of Global 225,000 60,000 0
Warmerdam Supply Chain
Petur Head of inter. 225,000 665,000 159,430
Gudjonsso Sales and
n service
Sigsteinn COO 225,000 537,500 25,997
Gretarsso
n
Sigurdur MD IC Fish 225,000 0 0
Olason
Vidar Head of Global 225,000 132,500 0
Erlingsso innovation
n

[1] The exercise price is determined by the closing rate of Marel shares at
NASDAQ OMX Iceland hf. on 2 December 2014, i.e. ISK 132,50 per share,
calculated with the Central Bank of Iceland EUR/ISK mid rate on that day;
153,83