Marel: Annual General Meeting 2021
17 Febbraio 2021 - 7:00PM
Marel: Annual General Meeting 2021
The Annual General Meeting of Marel hf. ("AGM")
will be held virtually on Wednesday 17 March 2021 at 16:00 GMT /
17:00 CET.
Draft Agenda:
- Opening remarks. Election of Chair and Secretary of the
meeting
- Board of Directors’ report on activities of the Company for the
previous operating year
- CEO’s operational report
- Submission of the annual accounts of the Company for the
preceding year for confirmation
- Decision on how to address the profit from the Company’s
operations for the year 2020
- Report on the execution of the Company’s remuneration
policy
- Proposal on the Company’s remuneration policy
- Decision on remuneration to the members of the Board of
Directors for the year 2021
- Decision on remuneration of the Company’s auditors for the
preceding year of operation
- Board of Directors’ proposal to amend wording of Article 15.2
of the Company’s Articles of Association
The Article
authorizes the Board of Directors to increase share capital up to
the amount of 100,000,000 nominal value, i.a. to use in relation to
acquisition of new businesses. The amendment entails a lower amount
of 75,000,000 nominal value, which corresponds to 9.7% of total
issued shares, and the option to sell the new shares through an
offering managed by a financial institution is added. The validity
period of the authorization is shortened from 5 years to 18 months.
Proposed changes are in line with European market practice.
- Election of the Board of Directors
- Election of the Company’s auditors
- Proposal to renew authorization to the Board of Directors to
purchase treasury shares of the Company
- Any other business lawfully presented and close of the
meeting
The meeting will be conducted in English.
The AGM is a virtual-only meeting. All
shareholders must register their attendance online before the
meeting. Shareholders are urged to register in good time for the
meeting. Registration closes at 12:00 GMT/13:00 CET on the day of
the meeting.
Online registration to the meeting opens
at 12:00 GMT/13:00 CET Thursday 18 February and closes at 12:00
GMT/13:00 CET on Wednesday 17 March. In particular it should be
noted that shareholders holding shares listed on Euronext Amsterdam
that wish to attend and vote at the AGM must ensure that their
respective custodian/broker (intermediary) has registered their
attendance through ABN AMRO’s web portal in a timely manner. This
applies to all shareholders holding shares listed on Euronext
Amsterdam, including those that also hold shares listed on Nasdaq
Iceland.
Shareholders holding shares listed on Nasdaq
Iceland can register attendance in the Lumi AGM virtual platform on
https://smartagm.com. Voting at the AGM will take place by
electronic means, by the use of the Lumi AGM app and Lumi AGM web
solution.
Marel’s Board of Directors has decided to allow
shareholders to vote electronically before the AGM. Shareholders
holding shares listed on Nasdaq Iceland can vote electronically
before the AGM through the Lumi AGM virtual platform, with
registration on https://smartagm.com. Pre-meeting electronic voting
for shareholders holding shares listed on Nasdaq Iceland opens at
12:00 GMT/13:00 CET on Friday 12 March and closes at 12:00
GMT/13:00 CET on Wednesday 17 March. Shareholders can change/revoke
their votes until the close of voting through the virtual
platform.
Shareholders holding shares listed on Euronext
Amsterdam must inform their custodians/intermediaries on how they
would like to vote and the custodians/intermediaries vote through
the ABN AMRO’s web portal. Pre-meeting electronic voting for
shareholders holding shares listed on Euronext Amsterdam opens at
12:00 GMT/13:00 CET on Thursday 18 February and closes at 12:00
GMT/13:00 CET on Wednesday 17 March.
Candidatures for the Board of Directors shall be
submitted in writing to the Board of Directors no later than 14
full days prior to the meeting, i.e. before Wednesday 3 March at
16:00 GMT/17:00 CET.
Shareholders are entitled to have a specific
matter taken for consideration at the AGM and such proposals shall
be accompanied by a statement or draft resolution to the Board of
Directors. In order for shareholders to have proposals or matters
considered by the meeting, they must have been submitted to the
Board of Directors at least ten days prior to the meeting, i.e. by
the latest on 7 March at 16:00 GMT /17:00 CET, via e-mail to
agm@marel.com. In the event that shareholders have submitted
proposals or matters to be considered by the meeting, the final
agenda and proposals will be available at the meeting’s website no
later than three days before the AGM.
On the Company’s AGM website, marel.com/agm,
further information in relation to the AGM can be found, including
further information on the right of shareholders to submit items
and proposals to the meeting’s agenda, a draft agenda for the
meeting, proposals of the Board of Directors, Company's annual
financial statements for the year 2020, practical information for
shareholders, information on the total number of shares and voting
rights as of 17 February 2021, rules on electronic voting as well
as information on documents to be submitted in relation to the
meeting.
The meeting’s agenda and final proposals will be
available to shareholders 14 days prior to the meeting, Wednesday 3
March, on the aforementioned AGM website of the Company.
The Board of Directors of Marel hf.
- Marel AGM 2021 - Proposals of the Board of Directors