MAREL

The Board of Directors of Marel hf. resolved on 8 February 2022 to grant to employees up to 7,996,000 shares through stock option agreements, thereof 1,675,000 to the Executive Team. The stock options will be granted to the Executive Team and selected employees in strategic positions, in total around 300 employees.

The aim of the stock option agreements is to align long-term interests of employees and of the Company. The key terms and conditions of the new stock option program were approved by Marel’s Annual General Meeting on 6 March 2019 in accordance with the Company's Remuneration Policy as approved at Marel’s Annual General Meeting on 17 March 2021. Key terms and conditions of the agreements are as follows:

• The stock option agreements entitle purchase of shares at the base exercise price of EUR 5.54 per share.* The exercise price shall be adjusted for any dividend payments decided after the grant date.
• One vesting period of 3 years. Exercisable for a period of one year starting on the date the options become fully vested excluding four closed periods, each a period of 30 calendar days before the Company’s disclosure of quarterly financial reports.
• Option holders can delay exercise of these options to Q1 2026, when the agreements expire and all unexercised options are cancelled.
• Marel’s Executive Team members are required to hold shares, corresponding to the net profit gained from the options (after tax) until the following holding requirements are reached, measured in total share value owned as a multiple of annual base salary: CEO three times; other members of the Executive Team two times.
• Other option holders are not subject to holding requirements.
• The options are valid only if the holder is still employed by Marel group (Marel hf. or its subsidiaries) at the time of vesting.

The total number of unexercised stock options granted by Marel hf., including this new stock option scheme, currently amounts to 25.8 million shares corresponding to approximately 3.3% of total issued share capital. The Company’s cost of the new share option scheme is estimated to be approximately EUR 7.4 million over the next 3 years based on the option pricing model of Black-Scholes.

See attachments for information on stock options granted to Marel's Executive Team.

* The exercise price is determined by the closing price of Marel shares at Euronext Amsterdam on 8 February 2022, i.e. EUR 5.54 per share.

Attachments

• 20220209 - ÁOÞ
• 20220209 - LJ
• 20220209 - ÁS
• 20220209 - RC
• 20220209 - AKP
• 20220209 - DW
• 20220209 - FB
• 20220209 - GHG
• 20220209_UL

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