Following proposals have been approved on Marel´s share holders meeting on 5
July 2007
Proposals of the Board of Directors:
1. Proposal to change Art. 1.1. of the Articles of Association, 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 Association, 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.”
3. Proposal to change Art. 15.2. of the Articles of Association 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.”
