Marel — Share Issue/Capital Change 2018

Feb 12, 2018

Marel hf. - Issuance of Stock Options

Marel hf. - Issuance of Stock Options

The Board of Directors of Marel hf. resolved on 12 February 2018 to grant to employees up to 4.1 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 the Executive Team, and selected employees in strategic positions. 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 2.923 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 2021 results. Option holders can delay exercise of these options to Q1 2022, 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 14.0 million shares corresponding to approximately 1.9% of total issued share capital. The Company’s cost of the new share option scheme is estimated to be approximately EUR 2.1 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 stock options	Older granted and unexercised options	Shareholding of insider	Shareholding of financially related parties
Árni Oddur Þórðarson	Chief Executive Officer	650,000	960,000	64,634	67,235
Linda Jónsdóttir	Chief Financial Officer	425,000	1,029,000	158,500	0
Árni Sigurðsson	Executive Vice President Strategy and Corporate Development	425,000	1,005,000	0	100,000
Anton de Weerd	Managing Director (EVP) Poultry	250,000	905,000	15,000	0
David Wilson	Managing Director (EVP) Meat	250,000	947,000	27,300	0
Sigurður Ólason	Managing Director (EVP) Fish	250,000	805,000	0	0
Jesper Hjortshøj	Managing Director (EVP) Further Processing	250,000	200,000	0	0
Davíð Freyr Oddsson	Executive Vice President Human Resources	250,000	805,000	135,000	0
Folkert Bölger	Executive Vice President Supply Chain	250,000	0	17,862	0
Pétur Guðjónsson	Executive Vice President Commercial	250,000	1.120,000	219,430	0
Viðar Erlingsson	Executive Vice President Innovation	250,000	829,000	65,000	0

[1] The exercise price is determined by the closing rate of Marel shares at NASDAQ Iceland hf. on 12 February 2018, i.e. ISK 366.00 per share, calculated with the Central Bank of Iceland EUR/ISK mid-rate on that day; 125.20