Shareholders Meeting of Marel hf., Thursday, 5 July 2007, at 16:00 pm in the
company's headquarters at Austurhraun 9, Garðabær
Agenda:
1. Meeting called to order
2. Election of the meeting chair
3. Election of the meeting secretary
4. Proposal to change Art. 1.1. of the Articles of Associations of the
Company, whereby the name of the Company is changed from Marel hf. to
Marel Food Systems hf.
5. Proposal to change Art. 1.4. of the Articles of Associations, to change the
Company's purpose. The proposal provides that the purpose of the Company is
extended to include management of real estate, purchase and sale of
securities and ownership of subsidiaries.
6. Proposal to change Art. 15.2. of the Articles of Associations of Marel to
authorize the company's Board of Directors to increase its share capital
by up to ISK. 100,000,000 within 18 months from it's approval.
Authorisation shall be granted to allocate these shares as payment for
shares in other companies or to capitalise the external growth of Marel
hf. The proposal includes that shareholders do not exercise their
pre-emptive rights in accordance to Art. 34 of Act No. 2/1995 on Public
Limited Companies.
7. Presentation of organizational changes within the Marel Group.
8. Other business.
Proposals of the Board of Directors:
1. Proposal to change Art. 1.1. of the Articles of Associations, whereby the
name of the Company is changed from Marel hf. to Marel Food Systems hf.The
amended Article 1.1. will be:
“The name of the company is Marel Food Systems hf.”
2. Proposal to change Art. 1.4. of the Articles of Associations, to change the
Company's purpose. The proposal provides that the purpose of the Company is
extended to include management of real estate, purchase and sale of
securities and ownership of subsidiaries.
“The company's purpose is the development, design, manufacture, purchase, and
sale of electronic devices, software, and related equipment, both domestically
and internationally, as well as to provide associated services and operations.
Furthermore management of real estate, purchase and sale of securities and
ownership of subsidiaries.”
Proposal to change Art. 15.2. of the Articles of Associations of Marel to
authorize the company's Board of Directors to increase its share capital by up
to ISK. 100,000,000 within 18 months from it's approval. Authorisation shall be
granted to allocate these shares as payment for shares in other companies or to
capitalise the external growth of Marel hf. The proposal includes that
shareholders do not exercise their pre-emptive rights in accordance to Art. 34
of Act No. 2/1995 on Public Limited Companies. This proposal for share increase
will replace the existing one in Art. 15.2., from shareholders meeting 18th of
August 2006 for increase of share capital up to ISK. 60.000.000, thereof,
which, ISK. 18.700.000 has already been utilized. The new Art. 15. 2. will be
as follows:
“The Board of Directors of the Company is authorized to increase the share
capital of the Company by up to ISK 100,000,000 nominal value through the
subscription of up to 100,000,000 new shares to allocate as payment for shares
in other companies or to finance the external growth of Marel. The current
shareholders waive their pre-emptive rights to the new shares pursuant to
article 34 of Act no. 2/1995 on Public Limited Companies. The Board of
Directors may, however, authorize individual shareholders in each instance to
subscribe for the new shares in part or in whole. There will be no restrictions
on trading in the new shares. The shares shall belong to the same class and
carry the same rights as other shares in the Company. The new shares shall
grant rights within the Company as of the date of registration of the increase
of share capital. The Board of Directors of the Company is authorized to
decide that subscribers pay for the new shares in part or in whole with other
valuables than cash. This authorisation shall be valid for 18 months from the
date of it's approval, to the extent that it has not been exercised before that
date.”