MAREL HF.
ANNUAL GENERAL MEETING
THURSDAY 8 MARCH 2007 AT 15:00
AUSTURHRAUN 9, GARÐABÆR, ICELAND
AGENDA:
1. Chairman of the Board´s report.
2. CEO´s operational report. Submission of the annual accounts of the Company for the preceding year for confirmation.
3. Proposal to pay dividends.
4. Proposals on compensation to board members and auditors.
5. Election of board members and substitutes.
6. Election of auditors.
7. Proposal concerning the company's new Articles of Association.
8. Proposal by the Board regarding the company's salary and benefits policy.
9. Proposal by the Board for authorization to issue new capital stock in euros.
10. Proposal to grant authorization to the Board of Directors to purchase treasury shares.
11. Any other business, lawfully presented.
Proposals of the Board of Directors of Marel hf. to the company's Annual General Meeting on March 8th 2007.
Proposal to pay dividends
The Board of Directors proposes that the company pay a dividend of ISK 73.4 million to shareholders, ISK 0.20 per share. The right to a dividend is constricted to the day of the annual general meeting, end of day. Ex-date is March 9th, 2007. Dividends will be paid on March 15th, 2007.
Proposal on compensation to board members for the year 2007
The annual general meeting of Marel hf., held March 8th 2007, agrees that the compensation for the year 2007 will be as follows: Each member of the Board will receive 2,000 per month; the chairman will receive 6,000 per month. The compensation will be paid on the 15th day of each month.
Candidates for the Board of Directors
Notification of candidature for the Board of Directors shall be submitted to the Board of Marel at least five days before the Annual General Meeting. Candidatures will be published at least two days before the Annual General Meeting.
Election of auditors
The Board of Directors proposes that the auditors PricewaterhouseCoopers hf. be the company's auditors.
Proposal for a remuneration policy for the company
Article 1. Objective
The remuneration policy of Marel hf. has the aim of making Marel hf. and its subsidiaries competitive in hiring outstanding employees, a necessary prerequisite to fulfilling the company's vision for its presence on the global market. The remuneration policy covers all main aspects of salary and benefits for the CEO and management of Marel hf. A wage and benefits committee operates within the company comprised of three Board members.
Article 2. Remuneration for Board members
Board members shall receive a fixed, monthly payment in accordance with the decision of the annual general meeting of the company, as stipulated in article 79 a of Act no. 2/1995 on Public Limited Companies. The Board of Directors shall submit a proposal on the fee for the upcoming operating year and shall take into account the time board members spend on their duties, the responsibility involved and company performance.
Article 3. Remuneration for the CEO
A written employment contract shall be made between the company and the Chief Executive Officer. His terms of employment shall be competitive on an international standard. The amount of salary and other payments to the CEO shall be decided on the basis of his education, experience and previous occupation. Other terms of employment shall be specified in the contract, along with pension payments, vacation rights, benefits and terms of notice.
In general, no additional retirement or termination payments to those stipulated in the employment contract shall be agreed upon in the case of termination. However, special circumstances may lead to a separate termination agreement being concluded with the CEO.
Article 4. Acknowledgements to senior management
The CEO is authorized to propose to the Board of Directors that senior management should be rewarded in addition to their set terms of employment in the form of delivery of shares, performance based payments, stocks, stock options or other forms of payment having to do with company shares or the future value of such shares, pension fund contributions, retirement or redundancy payments.
When deciding whether senior managers should be granted rewards in addition to the set terms of employment, the status, responsibility and future prospects of the respective manager within the company shall be taken into consideration.
Article 5. Approval of the Remuneration Policy and other matters
The company's Remuneration Policy shall be presented to the shareholders in the annual general meeting for their approval or rejection.
The Remuneration Policy is binding for the Board of Directors in regards to stock options and any payment under which directors are remunerated in shares, share options or any other right to acquire shares or to be remunerated on the basis of share price movements as per paragraph 2 article 79.a of Act no. 2/1995 on Public Limited Companies. In all other aspects the policy shall be viewed as guidelines for the company and its Board. The Board of Directors shall note in the minutes of its meeting any major deviation from the Remuneration Policy and such deviation shall be well justified. The Board of Directors shall inform the annual general meeting of such a deviation.
Proposal for authorization to issue new capital stock in euros
The Annual General Meeting of Marel hf., held on 8 March 2007, grants the Board authorization to issue capital stock in the company in euros in place of Icelandic króna, in accordance with article 4 paragraph 1 of Act no. 2/1995. Share conversion shall be conducted according to stipulations for financial statements in Act no. 3/2006, article 5 paragraph 1 regarding Public Limited Companies no. 2/1995. Furthermore, the Board shall also be authorized to make necessary changes to the company's Articles of Association resulting from the issue, including changing those amounts that appear in paragraph 2 of the company's Articles of Association regarding the change, with the same method of conversion.
Proposal to grant authorization to the Board of Directors to purchase treasury shares
The annual general meeting of Marel hf., held March 8th 2007, agrees, in referral to article 55 of Act nr. 2/1995 regarding Public Limited Companies, to grant authorization to the Board of Directors to purchase up to 10% of the company's shares in the next eighteen months. The purchase price may not be higher than 20% above the average sales price, registered at the Icelandic Stock Exchange in the two weeks preceding the purchase.
This authorization replaces the authorization approved at the previous AGM held on February 28th 2006.
