AGENDA:
1. Chairman of the Board´s report.
2. CEO´s operational report. Submission of the annual accounts of the Company
for the preceding year for confirmation and proposal to pay dividends.
3. Election of board members and substitutes.
4. Election of auditors.
5. Proposals on compensation to board members and auditors.
6. Proposal by the Board regarding the company's salary and benefits policy.
7. Proposal to grant authorization to the Board of Directors to purchase
treasury shares
8. Proposal to grant authorization to the Board of Directors to issue
compensation shares
9. Proposals for amendments to the company's Articles of Association.
10. Any other business, lawfully presented.
PROPOSALS:
Proposals to Marel Food Systems' Annual General Meeting March 7th 2008
Proposal submitted to the Annual General Meeting of Marel Food Systems hf. to
pay dividends
The Board of Directors proposes that no dividends in respect of
profits for the year 2007 are declared at the Annual General Meeting.
Candidates for the Board of Directors
Notification of candidature for the Board of Directors shall be submitted to
the Board of Directors at least five days before the Annual General Meeting.
Candidatures will be published at least two days before the Annual General
Meeting.
Election of auditors
The Board of Directors proposes that the auditors PricewaterhouseCoopers hf. be
the company's auditors.
Proposal submitted to the Annual General Meeting of Marel Food Systems hf. on
compensation to board members for the year 2008
The annual general meeting of Marel Food Systems hf. approves that the
compensation for the year 2008 will be as follows: Each member of the Board
will receive € 2.000 per month; the chairman will receive € 6.000 per month.
The compensation will be paid on the 15th day of each month.
Proposal submitted to the Annual General Meeting of Marel Food Systems hf. for
a remuneration policy for the company
Article 1. Objective
The remuneration policy of Marel Food Systems hf. has the aim of making the
company and its subsidiaries competitive in hiring outstanding employees, a
necessary prerequisite to fulfilling the company‘s vision for its presence on
the global market. The remuneration policy covers all main aspects of salary
and benefits for the Chief Executive Officer (CEO) and management of the
company. A wage and benefits committee operates within the company comprised of
three Board members.
Article 2. Remuneration for Board members
Board members shall receive a fixed, monthly payment in accordance with the
decision of the annual general meeting of the company, as stipulated in article
79 a of Act no. 2/1995 on Public Limited Companies. The Board of Directors
shall submit a proposal on the fee for the upcoming operating year and shall
take into account the time board members spend on their duties, the
responsibility involved and company performance.
Article 3. Remuneration for the CEO
A written employment contract shall be made between the company and the CEO.
His terms of employment shall be competitive on an international standard. The
amount of salary and other payments to the CEO shall be decided on the basis of
his education, experience and previous occupation. Other terms of employment
shall be specified in the contract, along with pension payments, vacation
rights, benefits and terms of notice.
In general, no additional retirement or termination payments to those
stipulated in the employment contract shall be agreed upon in the case of
termination. However, special circumstances may lead to a separate termination
agreement being concluded with the CEO.
Article 4. Acknowledgements to senior management
The CEO is authorized to propose to the Board of Directors and Compensation
Committee that senior management should be rewarded in addition to their set
terms of employment in the form of delivery of shares, performance based
payments, stocks, stock options or other forms of payment having to do with
company shares or the future value of such shares, pension fund contributions,
retirement or redundancy payments.
When deciding whether senior managers should be granted rewards in addition to
the set terms of employment, the status, responsibility and future prospects of
the respective manager within the company shall be taken into consideration.
Article 5. Approval of the Remuneration Policy and other matters
The company's Remuneration Policy shall be presented to the shareholders in the
annual general meeting for their approval or rejection.
The Remuneration Policy is binding for the Board of Directors in regards to
stock options and any payment under which directors are remunerated in shares,
share options or any other right to acquire shares or to be remunerated on the
basis of share price movements as per paragraph 2 article 79.a of Act no.
2/1995 on Public Limited Companies. In all other aspects the policy shall be
viewed as guidelines for the company and its Board. The Board of Directors
shall note in the minutes of its meeting any major deviation from the
Remuneration Policy and such deviation shall be well justified. The Board of
Directors shall inform the annual general meeting of such a deviation.
Proposal submitted to the Annual General Meeting of Marel Food Systems hf. to
grant authorization to the Board of Directors to purchase treasury shares
The annual general meeting of Marel Food Systems hf. agrees, in referral to
article 55 of Act No. 2/1995 regarding Public Limited Companies, to grant
authorization to the Board of Directors to purchase up to 10% of the company's
shares in the next eighteen months. The purchase price may not be higher than
20% above the average sales price, registered at the Icelandic Stock Exchange
in the two weeks preceding the purchase.
This authorization replaces the authorization approved at the previous AGM held
on March 8th 2007.
Proposal submitted to the Annual General Meeting of Marel Food Systems hf.
respecting an authorisation for the Board of Directors to issue compensation
shares
The Board of Directors of the Company is authorized to increase the share
capital of the Company during the current fiscal year, by issuing compensation
shares for an amount of up to ten times share capital. Share capital will be up
to 4.037.856.970. The new shares shall grant rights in the Company as of the
date of their registration. The Company´s Board of Directors is authorized, in
accordance with the Company´s Articles of Association, to convert the above
amount into Euros.
Alterations to Marel Food Systems hf. Articles of Association
Article 2.1 is:
2.1. The share capital of the company is ISK 403.785.697
Article 2.1 will become:
2.1 The share capital of the company is ISK 403.785.697 (four hundred and three
million sevenhundred and eighty five thousand six hundred ninety seven).
New article will be added to the Articles of Association, 2.4:
2.4 The Board of Directors may decide to register the share capital of the
Company in foreign currency in accordance with the applicable law on public
limited companies. If the Board of Directors decides to use this authorization,
the share capital of the Company shall be registered in Euros.
The company Board of Directors is authorized to establish capital stock in
euros in place of Icelandic króna, in accordance with article 4, paragraph 1 of
Act no. 2/1995. Share conversion shall be conducted according to stipulations
for financial statements in Act no. 3/2006, article 5 paragraph 1 regarding
Public Limited Companies no. 2/1995. Furthermore, the Board of Directors shall
also be authorized to make necessary changes to the company‘s Articles of
Association resulting from the issue, including changing those amounts that
appear in paragraph 2 of the company‘s Articles of Association regarding the
change, with the same method of conversion.
Article 15.2 is:
15.2 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 Food Systems hf.
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.
Article 15.2 will become:
15.2 The Board of Directors of the Company is authorized to increase the share
capital of the Company by up to ISK 300,000,000 in nominal value through the
subscription of up to 300,000,000 new shares. The Board of Directors shall
determine more specifically how this increase will be executed, with reference
to price and terms of payment. 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.
Article 16.1 is:
Board of Directors authorization to convert capital stock into euros
16.1 The company Board of Directors is authorized to establish capital stock in
euros in place of Icelandic króna, in accordance with article 4, paragraph 1 of
Act no. 2/1995. Share conversion shall be conducted according to stipulations
for financial statements in Act no. 3/2006, article 5 paragraph 1 regarding
Public Limited Companies no. 2/1995. Furthermore, the Board of Directors shall
also be authorized to make necessary changes to the company‘s Articles of
Association resulting from the issue, including changing those amounts that
appear in paragraph 2 of the company‘s Articles of Association regarding the
change, with the same method of conversion.
The Article 16.1 will be abolished from the Articles of Association
The Article will be abolished from the Articles of Association in connection
with the introduction of a new Article 2.4.