Marel — Share Issue/Capital Change 2017

Mar 5, 2017

Marel hf. Issuance of Stock Options

Marel hf. Issuance of Stock Options

The Board of Directors of Marel hf. resolved on 5 March 2017 to grant to the
members of Marel’s Executive Team up to 3.2 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. The key terms and conditions of the new
stock option program were approved by Marel’s Annual General Meeting on 2 March
2017 in accordance with the Company's Remuneration Policy as approved at the
same meeting. The stock options will be granted to all members of the Executive
Team, including the CEO. Six members of the Executive Team will receive the
same number of options, 200,000, the EVP’s for Meat and Poultry will receive
300,000, the CFO and the EVP Strategy and Corporate Development will receive
400,000 and the CEO will receive 600,000.

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 2.779 per share [1]. The exercise price shall be adjusted for
any dividend payments decided after the grant date.
-- One vesting period of 3 years. Exercise periods are two per year in April
and October subject to disclosure of the Q1 and Q3 financials. First
exercise period will be following the publication of the Q1 2020 results.
Option holders can delay exercise of these options to 2021, when the
agreements expire and all unexercised options are cancelled.
-- Option holders are required to hold shares in value corresponding to the
net profit gained of the share options after deduction of taxes, until
their employment with Marel is terminated.

The total number of unexercised stock options granted by Marel hf., including
this new stock option scheme, currently amounts to 11.8 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 1.7 million over the next 3 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 600,000 360,000 64,634 67,235
Oddur Officer
Þórðars
on

Linda Chief Financial 400,000 725,000 62,500 0
Jónsdót Officer
tir
Árni Executive Vice 400,000 605,000 0 100,000
Sigurðs President Strategy
son and Corporate
Development

Anton de Managing Director 300,000 731,000 0 0
Weerd (EVP) Poultry

David Managing Director 300,000 689,000 27,300 0
Wilson (EVP) Meat

Sigurður Managing Director 200,000 605,000 0 0
Ólason (EVP) Fish

Jesper Managing Director 200,000 12,000 0 0
Hjortsh (EVP) Further
øj Processing
Davíð Executive Vice 200,000 665,000 75,000 0
Freyr President Human
Oddsson Resources

Paul van Executive Vice 200,000 665,000 0 0
Warmerd President Supply
am Chain

Pétur Executive Vice 200,000 920,000 219,430 0
Guðjóns President
son Commercial

Viðar Executive Vice 200,000 725,000 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 March 2017, i.e. ISK 314.00 per share, calculated
with the Central Bank of Iceland EUR/ISK mid-rate on that day; 113.00