Following proposals have been approved on Marel'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 for New Articles of Association
The Board of Directors of Marel submits the proposal for new Articles of Association to the company's Annual General Meeting on 8 March 2007. The main changes are as follows:
1. The order and structure of the Articles of Association are presented in an organized manner
As a result of Act no. 89/2006, which took effect on 1 January 2007 thereby changing Act no. 2/1995 regarding Public Limited Liability Companies, Marel hf. is required by law to change its Articles of Association in order that they more clearly stipulate the role, responsibility and work of the Board, decisions regarding remuneration to senior managers and the Board involving the remuneration policy and interaction with shareholders. For this reason, the Board of Marel determined it was timely to review all the company's Articles of Association, and restructure and submit them for approval at the AGM. Concurrently, a change has been made that instead of references being made to the company's managing director, they are now made to the CEO.
2. Material changes to Marel's Articles of Association in accordance with Act no.89/2006 regarding changes to Act no. 2/1995 regarding Public Limited Liability Companies
In the Board of Marel's proposals for new Articles of Association for the company, changes were incorporated in accordance with those changes in the Act covering Public Limited Liability Companies that took effect on 1 January 2007. The changes are as follows:
I. Electronic shareholder and Board meetings and electronic interaction: paragraphs 2.11., 4.3-4.8, 4.11., 4.17 and 7.13. are regulations authorizing electronic shareholder and Board meetings, as well as electronic communication with shareholders. This includes shareholders being able to participate in shareholder meetings and vote electronically, even though they are not physically present, if the Board of Marel so decides.
II. Candidacy to the Board, in paragraphs 5.2.-5.4. in the proposals, are subject to further regulations regarding how the candidacy to the company's Board shall be structured in accordance with Act no. 89/2006.
III. Remuneration for the Board and senior managers: in paragraph 2.6 it is stipulated that the AGM shall approve the company's remuneration policy for the company's Board and management.
3. Increasing Board members from five to six
It is recommended in paragraph 3.1. of the proposal for new Articles of Association that the number of Board members be increased to 6, and concurrently that no alternates will be on the company's Board. In accordance with this, a change was made in paragraph 8.2 stating that if a ballot by Board members is equal, the Chairman's vote will count as double.
4. Board authorization to convert capital stock into euros
The Board of Marel proposes that a new clause be included in the new Articles of Association in paragraph 12 providing the following authorization:
"That the company Board will be granted authorization to establish capital stock 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."
With this proposal the Board of Marel is requesting authorization from shareholders to convert the company's capital stock from króna to euros. It is the Board's judgment that this authorization is necessary before work commences on implementing the conversion. Such work involves cooperation with the Iceland Stock Exchange, the Icelandic Securities Depository and other public parties involved in Iceland's listed stock market, and it is of great importance that the company's Board has full authority from shareholders to make decisions without notice as part of this cooperation. It should be duly noted that this authorization does not bind the Board to convert stock capital into Euros, and that it may terminate such a conversion.
The proposal does not presume a time limit on the Board´s authorization. The main reason for this is that it is not clear how much time the technical implementation will require. However, the aim is to conclude the conversion before the end of 2007.
The Board of the company believes that such a conversion could be particularly positive, both for Icelandic and foreign investors. Foreign ownership accounts for about 15% of capital stock, and it is the Board´s assessment that the conversion could further increase their interest, and reduce the exchange risk involved in investing in a company in Icelandic króna. In addition, the conversion could be of interest to Icelandic investors, in part due to less exchange risk if their capital stock is financed in euros.
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 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.
Auditors will be paid according to invoice.
Election of board
The deadline for nominations to the Board of Directors of Marel hf. expired at 3 pm, Saturday March 3rd, 2007.
The following persons are nominated to the board:
Arnar Þór Másson
Árni Oddur Þórðarson
Friðrik Jóhannsson
Helgi Magnússon
Lars Grundtvig
Margrét Jónsdóttir
Election of auditors
The Board of Directors proposes that the auditors PricewaterhouseCoopers hf. be the company's auditors.
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.
