Marel — Share Issue/Capital Change 2023

Feb 16, 2023

Marel: Granting of stock options

Marel: Granting of stock options

The Board of Directors of Marel hf. resolved on 16 February 2023 to grant to employees up to 10,227,000 shares through stock option agreements, thereof 1,480,000 to the Executive Board. The stock options are granted to the Executive Board and selected employees in strategic positions, in total 396 employees.

The aim of the stock option agreements is to align long-term interests of employees and of the Company. The key terms and conditions of the stock option program were approved by Marel’s Annual General Meeting on 16 March 2022 in accordance with the Company's Remuneration Policy. Key terms and conditions of the agreements are as follows:

• The stock option agreements entitle purchase of shares at the base exercise price of EUR 3.80 per share.* The exercise price shall be adjusted for any dividend payments decided after the grant date.
• One vesting period of 3 years. Exercise periods are four per year following the quarterly disclosure of financial results. First exercise period will be following the publication of the full year 2025 results in Q1 2026. Option holders can delay exercise of these options to Q1 2027, when the agreements expire and all unexercised options are cancelled.
• Marel’s Executive Board members are required to hold shares, corresponding to the net profit gained from the options (after tax) until the following holding requirements are reached, measured in total share value owned as a multiple of annual base salary: CEO three times; other members of the Executive Board two times.
• The options are valid only if the holder is still employed by Marel group (Marel hf. or its subsidiaries) at the time of vesting.

The total number of unexercised stock options granted by Marel hf., including this new stock option scheme, currently amounts to 28.6 million shares corresponding to approximately 3.7% of total issued share capital. The Company’s cost of the new share option scheme is estimated to be approximately EUR 9.2 million over the next 3 years based on the option pricing model of Black-Scholes.

See attachments for information on stock options granted to Marel's Executive Board.

* The exercise price is determined by the closing price of Marel shares at Euronext Amsterdam on 16 February 2023, i.e. EUR 3.80 per share.

Investor Relations

For further information, please contact Marel Investor Relations via email ir@marel.com or tel. +354 563 8001.

About Marel

Marel (NASDAQ: MAREL; AEX: MAREL) is a leading global provider of advanced food processing equipment, systems, software, and services to the poultry, meat and fish industries. In line with its 2017- 2026 growth strategy, Marel has gradually expanded its business model into adjacent industries, where most recently the acquisition of Wenger has added a fourth pillar focused on pet food, plant-based protein and aqua feed. Our united team of over 8,000 employees in over 6 continents delivered EUR 1.7 billion in revenues in 2022. Annually, Marel invests around 6% of revenues in innovation. By continuously transforming food processing, we enable our customers to increase yield and throughput, ensure food safety and improve sustainability in food production. Marel was listed on NASDAQ Iceland in 1992 and dual-listed on Euronext Amsterdam in June 2019. For further information, please visit marel.com/ir.

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