Marel: Granting of Stock Options

The Board of Directors of Marel hf. resolved on 5 February 2021 to grant to employees up to 4,831,000 shares through stock option agreements, thereof 1,505,000 to the Executive Team. The stock options will be granted to the Executive Team and to selected employees in strategic positions.

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 18 March 2020. 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 5.70 per share.* The exercise price shall be adjusted for any dividend payments decided after the grant date.

• One vesting period of 3 years. Exercise periods are four per year following the quarterly disclosure of financial results. First exercise period will be following the publication of the full year 2023 results in Q1 2024. Option holders can delay exercise of these options to Q1 2025, 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 23.1 million shares corresponding to approximately 3.0% of total issued share capital. The Company’s cost of the new share option scheme is estimated to be approximately EUR 4.38 million over the next 3 years based on the option pricing model of Black-Scholes.

Details of the share options granted to Marel´s Executive Team:

Name	Title	New stock options	Older granted and unexercised options	Shareholding of insider	Shareholding of financially related parties
Árni Oddur Þórðarson	Chief Executive Officer	400,000	1,952,000	72,643**	67,235
Linda Jónsdóttir	Chief Financial Officer	215,000	1,350,000	339,817	0
Árni Sigurðsson	Chief Strategy Officer and EVP Strategic Business Units	215,000	1,640,000	117,317	100,000
Roger Claessens	Executive Vice President Poultry	150,000	450,000	0	0
David Wilson	Executive Vice President Meat	105,000	1,157,000	195,857	0
Guðbjörg Heiða Guðmundsdóttir	Executive Vice President Fish	105,000	240,000	0	0
Folkert Bölger	Executive Vice President Global Supply Chain	105,000	700,000	17,862	0
Ulrika Lindberg	Executive Vice President Global Markets and Service	105,000	450,000	0	0
Anna Kristín Pálsdóttir	Executive Vice President Innovation	105,000	267,000	0	0

* The exercise price is determined by the closing rate of Marel shares at Euronext Amsterdam on 5 February 2021, i.e. EUR 5.70 per share.

**Primary insider holds 17.9% of total share capital of Eyrir Invest hf., which is Marel‘s largest shareholder.