Marel contract agreements

Shareholders

Shareholders who hold shares in Marel on Nasdaq Iceland and Euronext Amsterdam have identical voting rights and the same rights to dividends. In total, more than 4,700 investors participated in the Euronext Amsterdam share offering. Prior to the dual listing, Marel had approximately 2,500 shareholders. Following the listing on Euronext Amsterdam, the proportion of international shareholders has grown from around 11% at year-end 2018 to more than 28% at year-end 2022. Eyrir Invest has been a principal shareholder in Marel since 2005, and held 24.7% at year-end 2022.

Shareholder structure

Eyrir Invest hf. is Marel’s largest shareholder, holding 24.69% or 190,366,838 shares. Eyrir Invest has been a principal shareholder in Marel since 2005. In addition, the Icelandic Pension Fund of Commerce (Live), Gildi Pension Fund, and LSR Pension Fund have disclosed holdings above 5% in Marel.

As of 31 December 2022, Marel held 18,293,394 shares or 2.4% of shares issued.

All Marel shares listed on Euronext Amsterdam, including shares transferred from Nasdaq Iceland to Euronext Amsterdam, are held in custody on behalf of Euroclear. No single shareholder holding shares only in EUR currently exceeds the threshold of 5% of total share capital. As of year-end 2022, 257.7 million shares or 33.4% of Marel’s total issued shares were listed on Euronext Amsterdam.

Shareholders who hold shares in Marel on Nasdaq Iceland and Euronext Amsterdam have identical voting rights and the same rights to dividends. The free float as of year-end 2022 was 75.3%.

Following the listing on Euronext Amsterdam, the proportion of international shareholders has grown from around 11% at year-end 2018 to over 28% at year-end 2022.

More than 4,700 investors participated in the Euronext Amsterdam share offering. Including cornerstone investors, long-only institutional investors were allocated around 79% of shares, with hedge funds around 16% and 5% allocated to retail investors from Iceland and the Netherlands. Prior to the dual-listing, Marel had approximately 2,500 shareholders.

Major shareholders

Eyrir Invest hf. is Marel’s largest shareholder, holding 24.7% or 190,366,838 shares, followed by  the Icelandic Pension Fund of Commerce (LIVE), Gildi Pension Fund and LSR Pension Fund which also have reported shareholding above 5% in Marel at year-end 2022. Eyrir Invest has been a principal shareholder in Marel since 2005. All Marel shares listed on Euronext Amsterdam including shares transferred from Nasdaq Iceland to Euronext Amsterdam are held in custody on behalf of Euroclear, with no single shareholder holding shares only in EUR currently exceeding the threshold of 5% of total share capital. Free float following the dual listing is 75.3%. The authorized share capital of the Company is 771,007,916 each with a par value of ISK 1.00. Marel's home Member State pursuant to article 2(1)(i) of Directive 2004/109/EC is Iceland.

Shareholder

Type

Threshold crossed

Eyrir Invest hf.

Investment company

20%

Gildi

Icelandic pension fund

5%

Lífeyrissjóður verslunarmanna

Icelandic pension fund

5%

LSR

Icelandic pension fund

5%

Share capital

As of 31 December 2022, Marel’s authorized share capital was ISK 771,007,916, represented by 771,007,916 shares issued, each assigned one vote with a par value of ISK 1.00, and 752,714,522 shares outstanding with 18,293,394 shares held by the company as treasury shares, or 2.4% of issued shares.

Stock options are granted to management and selected employees. The aim of the stock option agreements is to align the long-term interests of employees and the company.

Granted and unexercised stock options totaled 23.1 million shares at the end of 2022 (2021: 18.4 million shares), of which 11.4 million are exercisable in 2023 and 11.7 million in 2024-2025.

On 16 March 2022, Marel’s Annual General Meeting (AGM) approved a new stock option scheme, where up to 25 million shares may be granted as stock options and be in effect at any time under the scheme. If any stock options lapse prior to their vesting date, new stock options may be granted instead. Any options that had not been granted under an identical stock option scheme approved at the 2019 AGM became invalid once the 2022 scheme went into effect.

At Marel’s 2014 AGM, shareholders authorized the Board of Directors to increase the company’s share capital by 35 million shares to fulfill stock option agreements. This authorization was valid for five years following its adoption. It was renewed at the company’s 2019 AGM and applies for five years from its adoption. No new shares were issued in 2022 under this resolution.

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Disclosure obligations

Shareholders have certain disclosure obligations in terms of changes in significant proportions of their voting rights. Marel and the Icelandic Financial Supervisory Authority must be notified in a verifiable manner if, as a result of the acquisition or disposal of shares in Marel, the proportion of voting rights of the holder of shares reaches, exceeds or falls below certain thresholds.

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Disclaimer

Marel collects data about all of its shareholders. This will include simple Personal Data like name, business email address, business contact details, job title, and attendance at shareholder meetings. When an individual is the shareholder, this may also include home address, personal email address, personal phone number, and number of shares held. For more information, please see Marel’s privacy policy.

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