Virtual Annual General Meeting 2022


Marel hf.

MAREL HF. – Annual General Meeting 2022

The annual general meeting of Marel hf. will be held virtually on Wednesday March 16, 2022 at 4:00 p.m. GMT/5:00 p.m. CET

Draft agenda:

1. Opening speech. Election of the chairman and secretary of the meeting

2. Report of the Board of Directors on the activity of the Company for the past financial year

3. CEO operational report

4. Submission of the annual accounts of the Company for the previous year for confirmation (Voting item)

5. Decision on how to approach the Company’s profit from operations for the year 2021 (Voting item)

6. Report on the execution of the Company’s remuneration policy

7. Proposal on the Company’s compensation policy (Voting item)

8. Proposal relating to the Company’s stock incentive plan (Voting item)

9. Decision on the remuneration of the members of the Board of Directors for the year 2022 (Voting item)

10. Decision on the remuneration of the Company’s auditors for the previous financial year (Voting item)

11. Proposals of the Board of Directors concerning the Company’s Articles of Association

11.1. Proposed amendment to Article 5.1 of the Company’s Articles of Association (Voting item)

The Board of Directors proposes that the Annual General Meeting annually elect seven people to sit on the Board of Directors, instead of five to seven people.

11.2. Proposal to renew the authorization referred to in Article 15.2 of the Company’s Articles of Association (Voting item)

The article authorizes the board of directors to increase the share capital up to a maximum of 75,000,000 in nominal value to be used in connection with the acquisition of new businesses.

12. Election of the Board of Directors

12.1 Proposal to elect seven Directors to sit on the Board of Directors (Voting item)

12.2 Proposed appointment of members of the Board of Directors

12.2.1 Ann Elizabeth Savage (Voting item)
12.2.2 Arnar Thor Masson (Voting item)
12.2.3 Astvaldur Johannsson (Voting item)
12.2.4 Lillie Li Value (Voting item)
12.2.5 Olafur Steinn Gudmundsson (Voting item)
12.2.6 Svafa Grönfeldt (Voting item)
12.2.7 Ton van der Laan (Voting item)

13. Election of the Company’s auditors (Voting item)

14. Proposal to renew the authorization to the Board of Directors to acquire own shares of the Company (Voting item)

15. Any other business duly presented and closing of the meeting

The AAnnual General Meeting (AGM) is a virtual only Encounter and oneAll shareholders must register their presence online before the meeting. Shareholders have the right to appoint a proxy to attend and vote on their behalf at the AGM. Shareholders are requested to register in good time for the meeting. Pre-meeting registration and voting opens at 09:00 GMT/10:00 CET on Tuesday 15 February and closes at 12:00 GMT/13:00 CET on the day of the meeting. Voting before and during the GA will be done electronically only.

Sshareholders holding shares listed on Euronext Amsterdam who wish to attend and vote before or during the AGM should ensure that their respective custodian/broker (intermediary) has registered their attendance and vote via the ABN AMRO web portal in a timely manner. This applies to all shareholders holding shares listed on Euronext Amsterdam, including those who also hold shares listed on Nasdaq Iceland.

Shareholders holding shares listed on Nasdaq Iceland register the attendance and vote prior to the meeting, as well as the vote during the AGM, on the LUMI AGM platform on www.lumiconnect.com/meeting/marel

Nominations for the Board of Directors must be submitted in writing to the Board of Directors no later than 14 clear days before the meeting, i.e. before Wednesday, March 2 at 4:00 p.m. GMT/5:00 p.m. CET.

Shareholders have the right to submit a specific matter for consideration by the AGM and such proposals must be accompanied by a statement or draft resolution to the Board. The proposals and the accompanying documents must have been submitted to the Board of Directors at least ten days before the meeting, i.e. no later than March 6 at 4:00 p.m. GMT / 5:00 p.m. CET, by e-mail to [email protected]

The meeting will be held in English. On the Company’s AGM website, www.marel.com/agm further information regarding the AGM can be found, including information on the right of shareholders to submit items and proposals to the meeting agenda, a draft agenda for the meeting , the proposals of the board of directors, the annual financial statements of the company for the year 2021 , information on the total number of shares and voting rights as of February 11, 2022, rules on electronic voting and information information on registration and voting.

The agenda for the meeting and the final proposals will be made available to shareholders fourteen days before the meeting on www.marel.com/agm

The Board of Directors of Marel hf.

Attachment

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