Marel — Share Issue/Capital Change 2015

Aug 4, 2015

Marel hf. Issuance of Stock Options

Marel hf. Issuance of Stock Options

The Board of Directors of Marel hf. resolved on August 4, 2015 to grant to the
members of Marel's Executive Team, excluding the CEO, up to 2.2 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 2015. The stock options will be granted to all members of the Executive
Team, excluding the CEO. All will receive the same number of options, 200,000.

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 1.346 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 October 2018, the second 20% in October 2019, and the
remaining 20% in October 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.
-- Option holders 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 11.5
million shares corresponding to approximately 1.6% of total share capital. The
company's cost of the new share option scheme is estimated to be EUR 488,000
over the next 5 years based on the option pricing model of Black-Scholes.

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 of Industry 200,000 540,000 0
Weerd Poultry
Arni Head of Strategy 200,000 225,000 100,000
Sigurdss and Corporate
on Development
David Corporate Director 200,000 285,000 50,000
Freyr of HR
Oddsson
David MD of Industry 200,000 435,000 0
Wilson Meat
Gerrit MD of Industry 200,000 435,000 0
den Bok Further
Processing
Linda CFO 200,000 345,000 62,500
Jonsdott
ir
Paul van Head of Global 200,000 285,000 0
Warmerda Supply Chain
m
Petur Head of 200,000 540,000 219,430
Gudjonss Intern.Sales and
on Services
Sigsteinn COO, Global Head 200,000 675,000 25,997
Gretarss of Commercial
on
Sigurdur MD of Industry 200,000 225,000 0
Olason Fish
Vidar Global Head of 200,000 345,000 0
Erlingss Innovation
on

[1] The exercise price is determined by the closing rate of Marel shares at
NASDAQ OMX Iceland hf. on August 4, 2015, i.e. ISK 198.00 per share, calculated
with the Central Bank of Iceland EUR/ISK mid-rate on that day; 147.08