The proposals submitted at the Annual General Meeting of Marel Food Systems hf on March 8th 2008, were approved unanimously: Proposal submitted to the Annual General Meeting of Marel Food Systems hf. to pay dividends: The Board of Directors proposes that no dividends for the year 2007 will be paid. Election of board: The deadline for nominations to the Board of Directors of Marel hf. expired at 3 pm, March 2nd 2008. 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 Pricewaterhouse-Coopers hf. will be the company's auditors. Proposal submitted to the Annual General Meeting of Marel Food Systems hf. on compensation to board members for the year 2008: The annual general meeting of Marel Food Systems hf. approves that the compensation to board members for the year 2008 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. Proposal submitted to the Annual General Meeting of Marel Food Systems hf. for a remuneration policy for the company: Article 1. Objective The remuneration policy of Marel Food Systems hf. has the aim of making the company 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 Chief Executive Officer (CEO) and management of the company. 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 Nno. 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 CEO. 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 and Compensation Committee 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 submitted to the Annual General Meeting of Marel Food Systems hf. to grant authorization to the Board of Directors to purchase treasury shares: The annual general meeting of Marel Food Systems hf. agrees, in referral to article 55 of Act No. 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 OMX in the two weeks preceding the purchase. This authorization replaces the authorization approved at the previous AGM held on March 8th 2007. Proposal submitted to the Annual General Meeting of Marel Food Systems hf. respecting an authorisation for the Board of Directors to issue compensation shares: The Board of Directors of the Company is authorized to increase the share capital of the Company during the current fiscal year, by issuing compensation shares for an amount of up to ten times share capital. Share capital will be up to 4.037.856.970. The new shares shall grant rights in the Company as of the date of their registration. The Company´s Board of Directors is authorized, in accordance with the Company´s Articles of Association, to convert the above amount into Euros. Alterations to Marel Food Systems hf. Articles of Association: Article 2.1 is: 2.1. The share capital of the company is ISK 403.785.697 Article 2.1 will become: 2.1 The share capital of the company is ISK 403.785.697 (four hundred and three million sevenhundred and eighty five thousand six hundred ninety seven). New article will be added to the Articles of Association, 2.4: 2.4 The Board of Directors may decide to register the share capital of the Company in foreign currency in accordance with the applicable law on public limited companies. If the Board of Directors decides to use this authorization, the share capital of the Company shall be registered in Euros. The company Board of Directors is authorized 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 of Directors 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. Article 15.2 is: 15.2 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 Food Systems hf. 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. Article 15.2 will become: 15.2 The Board of Directors of the Company is authorized to increase the share capital of the Company by up to ISK 300,000,000 in nominal value through the subscription of up to 300,000,000 new shares. The Board of Directors shall determine more specifically how this increase will be executed, with reference to price and terms of payment. 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. Article 16.1 is: Board of Directors authorization to convert capital stock into euros 16.1 The company Board of Directors is authorized 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 of Directors 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. The Article 16.1 will be abolished from the Articles of Association The Article will be abolished from the Articles of Association in connection with the introduction of a new Article 2.4.