Marel’s Annual General Meeting was a virtual meeting held on 17 March 2021 at 16:00 GMT. All proposals of the Board of Directors to the meeting were approved. The proposals and other relevant material are accessible on the AGM website: marel.com/agm. Further information on votes cast at the meeting are attached.

Chairman of the Board Asthildur Otharsdottir addressed the meeting on behalf of the Board. CEO Arni Oddur Thordarson reported the Company’s 2020 consolidated financial statements and gave an overview of the Company’s business activities.

From Chairman Asthildur Otharsdottir’s statement:

“We all know 2020 has been a year like no other. The Board of Directors is rightly proud of the way the Marel team, all over the world, has handled these extraordinary circumstances, recognising our critical role in the food value chain. The progress made during the year is testament to Marel‘s clear purpose, our values and resilient business model.

One of the greatest challenges of our time is to deliver sustainable, healthy food to the fast-growing population, within the limits of our planet. Limiting the impact of climate change will require major shifts in how we farm our land, process our food, what we eat and how much we waste. Innovation aimed at minimising waste and environmental impact of food processing, while maximising quality, remains Marel’s most important contribution to global sustainability.

We see demand growth driven by the rising need for automation, structural changes in consumer behaviour, an increasingly demand-driven food value chain and growing focus on sustainable processing. Marel’s global reach and superior technological capabilities give us a great advantage. Our significant investments in the business and infrastructure in the past years have uniquely positioned us to capture the many opportunities ahead.

We made important progress on our ESG journey in 2020, including our commitment to the Science-Based targets Initiative, incorporating ESG targets in our short-term incentive programs and achieving gender balance in Marel’s Executive Team.

It has been a privilege and a pleasure to serve the shareholders of Marel, to take part in its achievements and witness the many milestones reached in the past years.”

From CEO Arni Oddur Thordarson’s report:

“I would like to take this opportunity and thank team Marel, our customers, suppliers and partners, for all their commitment and dedication to ensure that one of the most important value chains in the world remains operational. I also want to extend my deepest thanks to Asthildur, our Chairman of the Board now stepping down, for her strategic direction and excellent cooperation for the past 11 years.

While ensuring the safety and well-being of our employees and our customers, we have met every obstacle with optimism to secure daily access for consumers around the world to quality food that is safe, affordable and produced in a sustainable way. Marel’s digital platform and global reach with a local presence, with sales and service engineers servicing customers in over 140 countries, have proven to be key differentiating factors in supporting our customers.

Automation and digital solutions in the food value chain are a driving force to further transform the industry, with COVID-19 further accelerating the strong underlying secular trends. Marel’s competitive position remains strong with the pipeline trending upwards, particularly in automated and agile solutions in secondary processing, where our customers are focusing on the consumer-ready retail segment and prepared foods. However, we are conscious of the fact that the timing for converting pipeline to committed orders remains uncertain.”

Elections to the Board of Directors

The following candidates were elected to serve on the Board of Directors until the Company’s next Annual General Meeting:

• Ann Elisabeth Savage
• Arnar Thor Masson
• Astvaldur Johannsson
• Lillie Li Valeur
• Dr Olafur Gudmundsson
• Dr Svafa Gronfeldt
• Ton van der Laan

After serving on the Board of Directors for 11 years, thereof 7.5 as Chairman, Asthildur Margret Otharsdottir did not declare candidature. The Board would like to extend its gratitude for her undisputed loyalty and valuable contribution throughout the years.

Dr. Svafa Gronfeldt is a new director elected to the Board. Born in 1965, Dr. Gronfeldt is a Professor of Practice at the Massachusetts Institute of Technology. She is a founding member of MIT’s newest innovation accelerator DesignX focused on the design and development of technology- and servicebased ventures created at MIT. Gronfeldt is the co-founder of The MET fund, a Cambridge based seed investment fund. She is a member of the Board of Directors and Audit Committee of Össur, a global leader in orthopaedic solutions since 2008, and the Board of Directors and Audit Committee of Icelandair. She was on the Board of Directors of Origo, a Nordic IT service company 2019-2021. Previous positions include executive leadership positions at two global life science companies where she served as Chief Organizational and Development Officer of Alvogen and Deputy to the CEO of Actavis Group. For more than twenty years, her executive career has been focused on organizational design for high growth companies, strategy implementation, service process design, and performance tracking as well as the integration of acquired companies and new business units. She is a former President of Reykjavik University.

Gronfeldt holds a Ph.D. from the London School of Economics where she examined the impact of customer-oriented behaviours and service design on business outcomes.

The new Board of Directors has convened and assigned roles and responsibilities. Arnar Thor Masson will lead the Board as Chairman, and Olafur Gudmundsson as the Vice-Chairman of the Board.

Other proposals

• The general meeting agreed to a dividend of 5.45 euro cents per share to be paid for the operational year 2020. The estimated total dividend payment will be around EUR 41.0 million corresponding to approximately 40% of profits for the year and is in line with Marel’s targeted capital allocation and dividend policy.
• The proposal on the Company’s remuneration policy was approved. Shareholders also approved the proposal on remuneration to the members of the Board of Directors for the year 2021 and to the Company’s auditors for the preceding year of operation.
• Proposal to amend the wording of Article 15.2 of the Company’s Articles of Association was approved. The amended article authorizes the Board of Directors to increase share capital in the amount of 75,000,000 nominal value, which corresponds to 9.7% of total issued shares, i.a. to use in relation to acquisition of new businesses or strategic investments, and the option to sell the new shares through an offering managed by a financial institution is added. The validity period of the authorization was shortened from 5 years to 18 months.
• Proposal to renew authorization to the Board of Directors to purchase treasury shares of the Company was approved. The authorization is effective for the next 18 months from approval.
• KPMG ehf. was elected as the Company’s auditing firm until the next Annual General Meeting.

All relevant material, including video recordings of the reports by the Chairman of the Board and the CEO will be archived and made available on marel.com/agm.

Marel has published its 2020 Annual Report

Read more on how we pivoted our operations and upped our use of new technologies to maintain our connections and forge new ones along the way. The report is both digital - marel.com/ar2020 - complete with interesting, interactive content, and also available as a PDF on marel.com/IR.

Investor relations

For further information, please contact Marel Investor Relations via email ir@marel.com or tel. +354 563 8001

ABOUT MAREL

Marel (NASDAQ: MAREL; AEX: MAREL) is a leading global provider of advanced food processing equipment, systems, software and services to the poultry, meat and fish industries. Marel has around 6,800 employees in over 30 countries. In 2020, Marel delivered EUR 1,238 million in revenues, and invests around 6% of revenues in innovation annually. By continuously transforming food processing, Marel enables its customers to increase yield and throughput, ensure food safety and improve sustainability in food production. Marel was listed on NASDAQ Iceland in 1992 and dual-listed on Euronext Amsterdam in June 2019.

Attachment

• Voting items AGM 2021