Marel — Share Issue/Capital Change 2016

May 3, 2016

Marel hf. - Issuance of Stock Options

Marel hf. - Issuance of Stock Options

The Board of Directors of Marel hf. resolved on 3 May 2016 to grant to the
members of Marel’s Executive Team up to 2.2 million shares through stock option
agreements.

The aim of the stock option agreements is to align long-term interests of
senior management and of the Company. This is in accordance with the Company’s
remuneration policy approved at Marel’s Annual General Meeting in March 2016.
The stock options will be granted to all members of the Executive Team,
including the CEO. All will receive the same number of options, 180,000, with
the exception of the CEO who will receive 360,000.

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 1.795 per share [1] that increases annually by 2% (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 2019, the second 20% in April 2020 and the remaining
20% in April 2021. Exercise periods are two per year in April and October
subject to disclosure of the Q1 and Q3 financials. Option holders can delay
exercise of these options to 2022, when the agreements expire and all
unexercised options are cancelled.
-- Option holders are required to hold shares in value corresponding to 45% of
the gross gain (before tax and brokerage fees) from exercising the options,
whilst employed by Marel.

The total number of unexercised stock options granted by Marel hf., including
this new stock option scheme, currently amounts to 11.5 million shares
corresponding to approximately 1.6% of total issued share capital. The
Company’s cost of the new share option scheme is estimated to be approximately
EUR 660 thousand 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 Sharehold Shareholding
stock and ing of of
option unexercised insider financially
s options related
parties
Árni Chief Executive 360,000 0 64,634 67,235
Oddur Officer
Þórðars
on

Linda Chief Financial 180,000 545,000 62,500 0
Jónsdót Officer
tir

Anton de Managing Director 180,000 740,000 0 0
Weerd (EVP) Poultry

Remko Managing Director 180,000 0 0 5,630,718
Rosman (EVP) Meat

Sigurður Managing Director 180,000 425,000 0 0
Ólason (EVP) Fish

David Managing Director 180,000 635,000 0 0
Wilson (EVP) Further
Processing

Árni Executive Vice 180,000 425,000 0 100,000
Sigurðs President Strategy
son and Corporate
Development

Davíð Executive Vice 180,000 485,000 75,000 0
Freyr President Human
Oddsson Resources

Paul van Executive Vice 180,000 485,000 0 0
Warmerd President Supply
am Chain

Pétur Executive Vice 180,000 740,000 219,430 0
Guðjóns President
son Commercial

Viðar Executive Vice 180,000 545,000 0 0
Erlings President
son Innovation

[1] The exercise price is determined by the closing rate of Marel shares at
NASDAQ OMX Iceland hf. on 3 May 2016, i.e. ISK 251.50 per share, calculated
with the Central Bank of Iceland EUR/ISK mid-rate on that day; 140.12