Marel’s Annual General Meeting (AGM) was held at the company’s headquarters in Gardabaer, Iceland, on March 6, 2018.

Chairman of the Board Asthildur Otharsdottir addressed the meeting on behalf of the Board. CEO Arni Oddur Thordarson reported the Company’s 2017 consolidated financial statements and gave an extensive overview of the Company’s business activities.

Chairman Asthildur Otharsdottir’s statement

“We are proud of the achievements of the Marel team in 2017. It was a great year with strong financial results. Significant investments were made in strengthening Marel's foundation and important progress made towards our growth targets, benefitting both customers and shareholders. 

This year, Marel celebrated the 25th anniversary of its listing on NASDAQ Iceland and 2018 will mark the 35th anniversary of its founding. Marel has created excellent value for its shareholders since its listing in 1992 and progressed from a startup to a leading global provider of advanced food processing systems for poultry, meat and fish.

The listing on Nasdaq Iceland has served Marel well but we have growing concerns about the relative size of the company on the Icelandic stock market. To further advance the global vision and drive continued shareholder returns Marel has engaged STJ Advisors, a leading independent capital markets advisory firm, to evaluate potential listing alternatives. We are committed to responsible growth and long-term value creation for Marel and all of our shareholders.“

CEO Arni Oddur Thordarson’s report:

“Marel is a global leader in a dynamic growth industry with over EUR 1 billion in revenues. Revenues are up by 6% year-on-year and we have now been operating at an EBIT level of around 15% for eight consecutive quarters. In transforming the way food is processed, we have also been growing and advancing Marel as a company. Our revenues are well balanced geographically, consisting of a healthy mix of greenfield projects, modernization and extension projects with steady recurring revenues coming from our maintenance business. With an innovative portfolio and continued good partnerships with our customers, orders received were a record EUR 1,144 million in 2017, up 13% over last year.

The outlook is promising and in 2017 we introduced an ambitious growth plan for the next ten years with a target of 12% average annual growth, both organic and acquired. United under one vision and one set of values, our dedicated team of 5,400 employees is firmly committed to delivering increased value to our society, customers and shareholders by enhancing safe and sustainable food processing.“

Results of the AGM

The following were reelected to the Board of Directors: Olafur Steinn Gudmundsson, Astvaldur Johannsson, Margret Jonsdottir, Helgi Magnusson, Arnar Thor Masson, Asthildur Margret Otharsdottir, and Ann Elisabeth Savage. The new Board of Directors has convened and assigned roles and responsibilities. Asthildur Margret Otharsdottir will continue as Chairman of the Board and Arnar Thor Masson, as the Vice-Chairman of the Board.

All proposals presented by the Board were approved by the meeting.

The AGM approved a dividend payment of EUR 4.19 cents per share, corresponding to 30% of net profits for 2017, be paid to shareholders.

The AGM approved the Board of Directors’ proposal to authorize the Company to acquire up to 10% of its own shares and that this authorization will be in effect for the next 18 months following approval.

The Remuneration Policy for the year 2017 was approved un-amended for the year 2018 and remuneration to Board members was decided as well. KPMG hf. will remain the company’s external auditing firm until the next AGM.

Annual Report 2017

Marel published its 2017 annual report on February 27, 2018. The report is digital, complete with interesting videos, interactive graphs and tables. This is the fifth consecutive year that Marel publishes a web version of its annual report, accessible on both marel.com and on the 2017 annual report web: http://ar2017.marel.com.

AGM web

All relevant information and documents in relation to the Annual General Meeting is available and archived on www.marel.com/agm.

Investor relations

For further information, please contact Tinna Molphy via email tinna.molphy@marel.com or investors@marel.com.

At the Annual General Meeting of Marel hf. which took place at the company‘s headquarters on 6 March 2018 the following proposals were approved.

Below are the decisions of the Annual General Meeting (“Meeting”).

1. The Consolidated Financial Statements and the Report of the Board of Directors and CEO for 2017 were approved

2. Proposal on how to address the profit for the operational year 2017 was approved

The Meeting approved that a dividend of 4.19 euro cents per share will be paid for the operational year 2017. The total dividend payment will be approximately 29 million euro, corresponding to approximately 30% of profits for the year. The company’s shares traded on and after 7 March 2018 (EX-Date) will be ex-dividend and the right to a dividend will be constricted to shareholders identified in the company´s shareholders registry at the end of 8 March 2018, which is the proposed record date. Payment date of the dividend is 27 March 2018.

3. The Company’s Remuneration Policy was approved

It is as follows:

Marel Remuneration Policy

The Remuneration Policy of Marel hf. and its subsidiaries (the “Company”), is designed to attract, motivate and retain exceptional employees in a competitive and international market. The policy reflects the Company’s objectives for good corporate governance as well as sustained long-term value creation for shareholders.

The Remuneration Policy applies to the Company’s senior management, including its Executive Team and Board of Directors.

Executive Team Remuneration

The remuneration of Marel’s Executive Team is proposed by the Remuneration Committee and subsequently approved by the Board of Directors. It is evaluated annually against performance and a benchmark of international companies, which in size and complexity are similar to Marel. Benchmark information is obtained from internationally recognized compensation service consultancies. 

Total remuneration shall be comprised as follows:

• A fixed base salary, set at a level aimed at attracting and retaining executives with professional and personal competences required to drive the Company’s performance.
• Short-term incentives, based on the achievement of a number of pre-defined financial and non-financial strategic business targets approved by the Board of Directors. Short-term incentives for the CEO amount to 50% of annual base salary at target and can reach a maximum of 70%. Short-term incentives for other members of the Executive Team can amount to up to 45% of the annual fixed base salary at target and reach a maximum of 60%. Short-term incentive payments are subject to recovery, provided that they have been based on data, which proved to be manifestly misstated, false or mis­leading.
• Long-term incentives in the form of stock options. Marel has implemented stock option programs with the objective of aligning interests of executive management and selected employees in strategic positions with the long-term goals of the Company and its shareholders. The key terms of share-based incentive agreements and programs shall be submitted to a Shareholders’ Meeting for approval.
• Pension contributions, made in accordance with applicable laws and employment agreements.
• Severance payments in accordance with termination clauses in employment agree­ments. Severance payments shall comply with local legal framework.

Board of Directors

Members of the Board of Directors shall receive a fixed, monthly payment in accordance with the decision of the Annual General Meeting of the Company. The Board shall submit a proposal on the fee for the upcoming operating year, taking into account the extent of responsibilities and time commitment, the results of the Company and benchmark data on fees paid by European peer companies, which in size and complexity are similar to Marel.

Board members are not offered stock options or participation in incentive schemes. 

Individual board members may take on specific ad hoc tasks outside their normal duties assigned by the Board. In each such case, the Board may determine a fixed fee for the work carried out related to those tasks, which shall be disclosed in the Company’s annual financial statements.

Disclosure of Information

Information on the total remuneration of members of the Company’s Board of Directors, Executive Team and senior management accountable for more than 10% of the assets or earnings of the Company, shall be disclosed in the Company’s annual financial state­ments. This includes any deferred payments and extraordinary contracts during the preceding financial year. 

Approval of the Remuneration Policy

This Remuneration Policy shall apply to all future employment agreements with members of Company’s Executive Team and Board of Directors.

The Remuneration Policy is binding for the Board of Directors as regards its provisions on stock options. In other respects, the Remuneration Policy shall be of guidance for the Board. Any departure from the policy shall be recorded and reasoned in the Board’s minutes.

This Remuneration Policy has been approved by the Board of Directors of Marel hf. in accordance with article 79a of the Icelandic Companies Act No. 2/1995, taking into consider­ation the NASDAQ Iceland Rules for Issuers of Financial Instruments and the Icelandic Guidelines on Corporate Governance. The Remuneration Policy is reviewed annually and shall be approved by the Company’s Annual General Meeting, with or without amendments. 

The Company’s Remuneration Policy shall be published on its website.

4. Proposal on remuneration to board members for the year 2018 and of the Auditor for the year 2017 was approved

The Meeting approved that the remuneration to Board members for the year 2018 shall be as follows: remuneration to Board members for the year 2018 will be €3,500 per month. The Chairman of the Board receives triple monthly remuneration and the Chairman of the Audit Committee receives double monthly remuneration. Members of sub-committees of the Board will further receive remuneration in the amount of €900 per month. The remuneration will be paid on the 15^th day of each month. The Meeting approved that the Auditor’s fees will be paid against their invoices approved by the Company.

5. Election of Board of Directors

The Board’s proposal that seven Directors will be elected to serve on the Board of Directors of the Company was approved by the Meeting.

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

Ann Elizabeth Savage, Spalding, UK

Arnar Thor Masson, London, England

Asthildur Margret Otharsdottir, Reykjavik, Iceland

Astvaldur Johannsson, Seltjarnarnes, Iceland

Helgi Magnusson, Seltjarnarnes, Iceland

Margret Jonsdottir, Seltjarnarnes, Iceland

Olafur S. Gudmundsson, Princeton, US

6. Election of auditors

The Meeting approved that the auditors KPMG ehf. will be the Company’s auditors.

7. Proposal to grant authorization to the Board of Directors to purchase treasury shares in the Company was approved

The Meeting approved an authorization for the Company to acquire up to 10% of its own shares. Requirements pursuant to Article 55 of the Icelandic Companies Act No. 2/1995 shall be taken into consideration when own shares are purchased on the basis of this authorization.

This authorization is effective for the next 18 months from approval. Earlier authorization shall be withdrawn.

Below is a list of candidates for the Board of Directors of Marel hf. at the Annual General Meeting, to be held at the Company's headquarters at Austurhraun 9, Gardabaer, Iceland, Tuesday 6 March 2018, at 16:00:

Ann Elizabeth Savage, Spalding, UK
Arnar Thor Masson, London, England
Asthildur Margret Otharsdottir, Reykjavik, Iceland
Astvaldur Johannsson, Seltjarnarnes, Iceland
Helgi Magnusson, Seltjarnarnes, Iceland
Margret Jonsdottir, Seltjarnarnes, Iceland
Olafur Gudmundsson, Princeton, New Jersey, U.S.

Further information about each of these candidates will be available on the Information Page for the Annual General Meeting 2018 on the Company´s website: http://www.marel.com/agm, no later than 2 days prior to the Meeting.

The deadline for declaring candidature has now passed. According to the current Articles of Association of the Company, the Board of Directors shall be comprised of 5 to 7 members. Consequently, the above seven candidates will be elected to the Board without ballot at the meeting.

Agenda and Proposals - Annual General Meeting 6 March 2018  

Please find hereby attached the final agenda and proposals to the Annual General Meeting of Marel, to be held Tuesday 6 March 2018 at 16:00.

Notice to submit proposals or matters to be considered by the meeting has passed, as per Clause 4.20 of the Articles of Association of Marel hf.

Further information can be found at the company's website:

https://marel.com/corporate/investor-relations/events

Marel has published its digital 2017 Annual Report

The report is digital, complete with interesting videos, interactive graphs and tables. This is the fifth consecutive year that Marel publishes a web version of its Annual Report, accessible on both marel.com and on the 2017 Annual Report web: http://ar2017.marel.com.

A new feature added this year is the unique social widget for each section of the report. This makes it easier to share specific sections or interesting stories from the report on social media as opposed to sharing the entire report.

Strategy, business operations and corporate responsibility

2017 was a great year with strong financial results. The 2017 Annual Report provides an extensive overview of the company’s strategy and business operations, as well as providing valuable insight into the business activities in the development and sale of food processing equipment for the poultry, meat and fish industry. Revenues in 2017 were over EUR 1 billion and EBIT 15%. Marel has set a target for 12% average annual revenue growth in 2017-2026, both through organic growth and acquisitions.

Innovation is and has been at the core of Marel´s strategy from the very beginning. Marel invests around 6% of revenues in innovation which supports better yield, safety and sustainability in the food processing industry. In 2017, EUR 58 million were invested in innovation.

In 2017, Marel became part of the NASDAQ Sustainable Market Initiative for the first time and is now following the NASDAQ ESG reporting guidelines. The data of the ESG reporting can be found in the chapter on Responsible Growth in the Annual Report. 

From start up to a global leader in food processing equipment

In 2017, Marel celebrated 25 years as a listed company. The listing in 1992 on Nasdaq Iceland marked a significant milestone in Marel’s progress from a startup company to becoming a leading global provider of advanced processing systems and services to the poultry, meat and fish industries.

When Marel was listed in 1992 there were 45 employees and revenues totaled at around EUR 6m. Today, Marel has 5,400 employees in over 30 countries and EUR 1bn in revenues. Over the same period, the compounded average annual revenue growth has been over 20%.

Today, Marel is the largest company listed on NASDAQ Iceland by market capitalization, or 30% of the total market capitalization of all listed companies in Iceland. Marel has over 2,200 shareholders and 95% are Icelandic investors.

Dividends

The Board of Directors has proposed a dividend of EUR 4.19 cents per share for the operating year 2017, the equivalent of approximately 30% of 2017 net results.

Investor relations

For further information, please contact Tinna Molphy via email tinna.molphy@marel.com.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

20.02.2018

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings / Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

5.000.000

Gengi/Verð pr. Hlut/Price:

377,00 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

51.747.226

Dagsetning lokauppgjörs / Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli heimildar frá stjórn Marel hf. til stjórnenda félagsins til að kaupa allt að 20 milljónum hluta að nafnvirði sbr. fréttatilkynningu 7. febrúar 2018. / Transaction made on the basis of an authorization from the Board of Directors of Marel hf. to management to purchase own shares for nominal value of 20 million as per the company’s announcement on 7 February 2018.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

19.02.2018

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings / Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

2.000.000

Gengi/Verð pr. Hlut/Price:

378,50 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

46.747.226

Dagsetning lokauppgjörs / Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli heimildar frá stjórn Marel hf. til stjórnenda félagsins til að kaupa allt að 20 milljónum hluta að nafnvirði sbr. fréttatilkynningu 7. febrúar 2018. / Transaction made on the basis of an authorization from the Board of Directors of Marel hf. to management to purchase own shares for nominal value of 20 million as per the company’s announcement on 7 February 2018.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

16.02.2018

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings / Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

3.000.000

Gengi/Verð pr. Hlut/Price:

367,50 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

44.747.226

Dagsetning lokauppgjörs / Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli heimildar frá stjórn Marel hf. til stjórnenda félagsins til að kaupa allt að 20 milljónum hluta að nafnvirði, sem ætlaðir eru sem endurgjald í mögulegum fyrirtækjakaupum, sbr. fréttatilkynningu 7. febrúar 2018 / Transaction made on the basis of an authorization from the Board of Directors of Marel hf. to management to purchase own shares for nominal value of 20 million, to be used as payment for potential future acquisitions, as per the company’s announcement on 7 February 2018.

The Board of Directors of Marel hf. resolved on 12 February 2018 to grant to employees up to 4.1 million shares through stock option agreements.

The aim of the stock option agreements is to align long-term interests of senior management and of the Company. The key terms and conditions of the new stock option program were approved by Marel’s Annual General Meeting on 2 March 2017 in accordance with the Company's Remuneration Policy as approved at the same meeting. The stock options will be granted to the Executive Team, and selected employees in strategic positions. Key terms and conditions of the agreements are as follows:

• The stock option agreements entitle purchase of shares at the base offering price of EUR 2.923 per share [1]. The exercise price shall be adjusted for any dividend payments decided after the grant date.
• One vesting period of 3 years. Exercise periods are two per year in April and October subject to disclosure of the Q1 and Q3 financials. First exercise period will be following the publication of the Q1 2021 results. Option holders can delay exercise of these options to Q1 2022, when the agreements expire and all unexercised options are cancelled.
• Option holders are required to hold shares in value corresponding to the net profit gained of the share options after deduction of taxes, until their employment with Marel is terminated.

The total number of unexercised stock options granted by Marel hf., including this new stock option scheme, currently amounts to 14.0 million shares corresponding to approximately 1.9% of total issued share capital. The Company’s cost of the new share option scheme is estimated to be approximately EUR 2.1 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:

[1] The exercise price is determined by the closing rate of Marel shares at NASDAQ Iceland hf. on 12 February 2018, i.e. ISK 366.00 per share, calculated with the Central Bank of Iceland EUR/ISK mid-rate on that day; 125.20

The Annual General Meeting of Marel hf. will be held at the Company‘s headquarters at Austurhraun 9, Gardabaer, Iceland, on Tuesday, 6 March 2018 at 16:00.

Agenda:

• Annual General Meeting matters as provided for in Article 4.13 of the Company‘s Articles of Association.
• Report on the execution of remuneration policy
• Proposal on a renewed authorization for the Company to buy own shares.
• Any other business, lawfully presented.

The meeting will be conducted in English.

In particular, it should be noted that candidatures for the Board of Directors shall be submitted in writing to the Board of Directors at least five full days prior to the meeting, i.e. before Thursday 1 March at 16:00 pm (GMT).

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 24 February at 16:00 pm (GMT).

On the Company’s AGM website, www.marel.com/agm, further information in relation to the Annual General Meeting can be found, including 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 statements for the year 2017, information on the total number of shares and voting rights as of 7 February 2018, proxy template, 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 seven days prior to the meeting, both on the aforementioned AGM webpage of the Company as well as at the Company‘s offices at Austurhraun 9, Gardabaer, Iceland.

Agents of shareholders shall submit written proxies at the entrance of the meeting. Ballots and other applicable documents will be available at the venue of the meeting as of 15:30 on the day of the meeting.

The Board of Directors of Marel hf.

Marel: Q4 2017 Investor Presentation 

Marel hf. published its Q4 2017 financial statements after the close of markets on February 7, 2018.

Today, February 8, 2018, at 8:30 am (GMT), market participants are invited to an investor meeting where CEO Arni Oddur Thordarson and CFO Linda Jonsdottir will give an overview of the financial results and operational highlights.

Please find attached the Q4 2017 investor presentation.

The presentation will be held on Thursday October 26, at 8:30 am (GMT), at the company's headquarters, Austurhraun 9, Gardabaer.

Please note that the meeting will also be webcast at www.marel.com/webcast.

For further information, please contact Tinna Molphy via email tinna.molphy@marel.com. 

Marel Q4 2017 results (All amounts in EUR)

Strong close of a great year

Q4 2017 – Good execution led to higher volumes and EBIT

• Orders received were EUR 282m (3Q17: 296m and 4Q16: 294m).
• Revenues were EUR 295m (3Q17: 247m and 4Q16: 250m).
• EBIT* was EUR 46m (3Q17: 38m and 4Q16: EUR 35m), translating to an EBIT* margin of 15.7% (3Q17: 15.2% and 4Q16: 14.0%).
• Cash flow from operating activities before interest and tax in the quarter was EUR 65m (4Q16: 74m).
• Earnings per share (EPS) were EUR 4.81 cents in the quarter (4Q16: 3.17 cents).

Full year 2017 –  Above EUR 1bn in revenues and 15% EBIT

• Orders received were EUR 1,144m in 2017 (2016: 1,013m pro forma).
• Revenues were EUR 1,038m (2016: 983m pro forma).
• EBIT* was EUR 157m, translating to an EBIT margin of 15.2% (2016: 143m pro forma and 14.6% respectively).
• The order book was EUR 472m at year-end (2016: 350m).
• Cash flow from operating activities before interest and tax over the year was EUR 236m (2016: 179m).
• Net debt/EBITDA was x1.9 at year-end (YE16: x2.3) which is fully in line with the targeted capital structure of x2-3 net debt/EBITDA. In 2017, Marel purchased EUR 63.4m worth of treasury shares and finalized the acquisition of Sulmaq for an amount equal to the enterprise value of EUR 26m.
• Earnings per share (EPS), trailing twelve months, were EUR 13.70 cents (2016: 10.59 cents).

The Board of Directors has proposed a dividend of EUR 4.19 cents per share for the operating year 2017, the equivalent of approximately 30% of 2017 net results. In addition, the Board of Directors has authorized management to purchase own shares for nominal value of 20 million.

Since listing on Nasdaq Iceland in 1992, Marel has with good support from shareholders delivered compounded average annual growth of over 20% and created excellent value for its stakeholders. As part of Marel’s ambitious growth strategy, the Company has decided to evaluate potential listing alternatives to further advance its global vision and drive continued shareholder returns. Marel is currently in the process of engaging an independent international advisor for this purpose.

Arni Oddur Thordarson, CEO:

“We had a strong close of a great year. In 2017, we had record orders received of EUR 1,144 million, up 13% between years. Our business is about advancing food processing. In recent years we have also been advancing Marel. We have prioritized investments and strengthened processes to be able to deliver complex solutions to customers at the right time and quality. We have also been adding resources to cope with the increased load. Today, we are team of 5,400 dedicated members in over 30 countries.

Our committed team delivered record revenues of EUR 295 million in the fourth quarter, an 18% increase in revenues compared with the same period last year. Volumes and revenues increased faster than costs, leading to robust operational results. For the full year, revenues were over EUR 1 billion with 15% EBIT. In light of the good results delivered in 2017 and robust order book, we expect strong organic revenues growth in 2018.

We drive organic growth and value creation with innovation and market penetration, supported by strategic partnerships and acquisitions. In partnership with our customers, we are transforming the way food is processed.”

Performance of Marel

• Orders received at an all-time high
• Production load was well managed in 4Q17
• Strong earnings growth and healthy profit margin
• Strong cash flow enables substantial investments in innovation and the future platform

Orders received at an all-time high

Marel is reaping the benefits of a steady flow of innovative products with standard building blocks and a full line offering. Orders received in 2017 reached EUR 1,144m over the course of the year, up 13% compared to EUR 1,013m in 2016. Despite the EUR 282m of orders received in the fourth quarter, QoQ was down 4% which reflects the strong development of orders received over the last few quarters.

The order book was EUR 472m at year-end, or close to 0.45 of trailing twelve month revenues.  The order book includes the acquired order book of Sulmaq for EUR 17m. Greenfields and projects with long lead times constitute the vast majority of the order book. The strong order book provides a good foundation for the operational year 2018.

Production load was well managed in 4Q17

Ramp up of production was well managed in 4Q17 delivering high revenues of EUR 295m.

In order to deliver the right quality at the right time, production was ramped up in 4Q17 and more focus is being placed on Sales and Operational Planning (S&OP) internally. The recently implemented co-location product strategy has allowed for better production management of equipment load fluctuations. Outsourcing was a key success factor in improved management of the production load in 4Q17. Our recently extended Nitra facility (Slovakia) will also enable for improvements to production load management going forward. 

Strong earnings growth and healthy profit margin

We continue to deliver strong earnings growth with a healthy profit margin of approximately 15% EBIT* for eight quarters in a row. Revenues in 2017 were EUR 1,038m with an adjusted EBIT of EUR 157m or 15.2% EBIT* margin. In comparison, pro forma revenues in 2016 were EUR 983m with an adjusted EBIT of EUR 143m or 14.6% EBIT* margin.

The fourth quarter was one of the best ever for Marel, mainly due to the ramp up of production capacity in poultry. At the same time, operational costs rose at a slower pace, leading to higher EBIT*. This resulted in an increase in EBIT* to EUR 46m in 4Q17 from EUR 35m in 4Q16. All industries delivered higher revenues in 4Q17 compared with previous quarters.

Strong cash flow enables substantial investments in innovation and the future platform

Cash flow was exceptionally good in 2017. Free cash flow amounted to EUR 153m in 2017, and EUR 37m in 4Q17. Marel continues to invest in the business to prepare for future growth and full potential. Investment activities are expected to be, on average, above normalized levels for the coming period.

Net interest bearing debt decreased by EUR 39m in 2017, despite the fact that Marel acquired Sulmaq for an amount equal to the enterprise value of  EUR 26m and purchased EUR 63.4m worth of treasury shares, thereof EUR 6.8m was in order to fulfill obligations of stock option agreements and the remainder to facilitate future acquisitions. Net debt/EBITDA was x1.9 at YE17, compared to x2.3 at YE16, fully in line with the targeted capital structure of x2-3  net debt/EBITDA.

Net result in 4Q17 was EUR 34m, up 50% from EUR 23m in 4Q16, translating to Earnings per share (EPS, trailing 12 months) of EUR 4.81 cents in 4Q17 (4Q16: EUR 3.17 cents).

Net result in 2017 was EUR 97m, up 28% compared to EUR 76m in 2016, rendering EPS of EUR 13.70 cents (2016: EUR 10.59 cents).

In Q2 2017, Marel secured an extension to and amendments of its long term financing at favorable terms and conditions reflecting its financial strength and current market conditions. The all senior loan facilities are approximately 640 million EUR with initial interest terms EURIBOR/LIBOR +185 bps that will vary in line with Marel’s leverage ratio (Net debt/EBITDA) at the end of each quarter. The final maturity is in May 2022. This provides Marel with increased strategic and operational flexibility to support the ambitious growth plan introduced at Marel’s Annual General Meeting in March 2017.

Impact of changes in IFRS

As of 1 January 2018 Marel will adopt the following new IFRS standards:

• IFRS 9 Financial Instruments;
• IFRS 15 Revenues from contract with customers;
• IFRS 16 Lease. Marel decided to early adopt IFRS 16 as per 1 January 2018.

The impact of implementing the new standards will be reflected in the opening balance sheet as per 1 January 2018. The impact is:

• IFRS 9: increase in retained earnings of EUR 4.1m largely offset by a reduction in carrying amount of borrowings.
• IFRS 15: decrease in retained earnings of EUR 8.9m largely offset by a decrease in production contracts.
• IFRS 16: no impact on retained earnings. Assets and liabilities will increase by EUR 36m to capitalize the right to use assets and the corresponding liabilities.

For further details of the changes relating to these new IFRS standards, please refer to the Consolidated Financial Statements and the presentation on the financial results..

Dividend

The Board of Directors will propose at the 2018 Annual General Meeting that EUR 4.19 cents dividend per outstanding share will be paid for the operating year 2017, corresponding to approximately 30% of net result attributable to Shareholders of the Company of EUR 97m for the year 2017, and refers to the Consolidated Financial Statements regarding appropriation of the profit for the year and changes in Shareholders’ equity. This is proposed in accordance to Marel’s dividend policy, disclosed at Marel’s Annual General Meeting in March 2011. The target is that the net debt/EBITDA ratio is x2-3 net debt/EBITDA, with excess capital to be used to stimulate growth and value creation as well as pay dividends. Dividends or share buy-backs are targeted at 20-40% of the net result.

Outlook

In light of the good results delivered in 2017 and robust order book, we expect strong organic revenues growth in 2018.

Marel is targeting 12% average annual revenue growth in the period 2017-2026, by market penetration and innovation, complemented by strategic partnerships and acquisitions.

• Marel’s management expects 4-6% average annual market growth in the long term. Marel aims to grow organically faster than the market, driven by innovation and market penetration.
• Maintaining solid operational performance and strong cash flow supports average 5-7% revenues growth annually by acquisition.
• Marel’s management expects Earnings per Share (EPS) to grow faster than revenues.

Growth will not be linear but based on opportunities and economic fluctuations. Operational results may vary from quarter to quarter due to general economic developments, fluctuations in orders received and timing of deliveries of larger systems.

Investor meeting and webcast

On Thursday February 8, 2018, at 8:30 am (GMT), market participants are invited to an investor meeting where CEO Arni Oddur Thordarson and CFO Linda Jonsdottir will give an overview of the financial results and operational highlights. The meeting is conducted in English and will be held at the company's headquarters in Iceland.

Please note that the meeting will also be webcast on www.marel.com/webcast.

Financial calendar

Marel will host its Annual General Meeting and publish its interim and annual Consolidated Financial Statements according to the below financial calendar:

• Annual General Meeting        March 6, 2018
• Q1 2018 results                        April 23, 2018
• Q2 2018 results                         July 25, 2018
• Q3 2018 results                 October 31, 2018
• Q4 2018 results                  February 6, 2019

Financial results will be disclosed and published after market closing.

Investor relations:

Tinna Molphy, Manager in Investor Relations, investors@marel.com and tel: (+354) 563 8603.

Forward-looking statements

Statements in this press release that are not based on historical facts are forward-looking statements. Although such statements are based on management’s current estimates and expectations, forward-looking statements are inherently uncertain. We therefore caution the reader that there are a variety of factors that could cause business conditions and results to differ materially from what is contained in our forward-looking statements, and that we do not undertake to update any forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement.

Market share data

Statements regarding market share, including those regarding Marel’s competitive position, are based on outside sources such as research institutes, industry and dealer panels in combination with management estimates. Where information is not yet available to Marel, those statements may also be based on estimates and projections prepared by outside sources or management. Rankings are based on sales unless otherwise stated.

Marel hf. will publish its 2017 annual consolidated  financial statements after market closing on  February 7, 2018.

Investor meeting and webcast

On Thursday February 8, 2018, at 8:30 am (GMT), market participants are invited to an investor meeting where CEO Arni Oddur Thordarson and CFO Linda Jonsdottir will give an overview of the financial results and operational highlights.

The investor meeting will be held at the company's headquarters in Iceland. Breakfast will be served from 8:00 am.

Please note that the meeting will also be webcast on www.marel.com/webcast.

Financial calendar

• Annual General Meeting         March 6, 2018
• Q1 2018 results                       April 23, 2018
• Q2 2018 results                       July 25, 2018
• Q3 2018 results                       October 31, 2018
• Q4 2018 results                       February 6, 2019

Investor relations

For further information, please contact Tinna Molphy via email tinna.molphy@marel.com. 

Correction: The major shareholder announcement filed with the exchange on January 26, 2018 at 19.01 (CET) should have been categorized and sent as a company release.

Attached is a major shareholder announcement from Stefnir hf., on behalf of funds under management.

Auðkenni útgefanda/Trade ticker:  

MARL

Nafn útgefanda/Issuer:

Marel hf.

Dagsetning tilkynningar/Date of announcement

30.11.2017

Nafn fruminnherja/Name primary insider:

Folkert Bölger

Tengsl fruminnherja við útgefanda/Insider's relation with the issuer:

Yfirmaður alþjóðlegrar aðfanga- og framleiðslustýringar/ Executive Vice President Global Supply Chain

Dagsetning viðskipta/Date of transaction:

30.11.2017

Tímasetning viðskipta/Time of transaction:

Tegund fjármálagernings/Type of financial instrument:

Hlutabréf/Equities

Kaup eða sala/Buy or Sell:

Kaup/Buy

Fjöldi hluta/Number of shares:

17.862

Verð pr. Hlut/Price per share:

327,5 ISK

Fjöldi hluta í eigu fruminnherja eftir viðskipti/Primary insider's holdings after the transaction:

17.862

Fjöldi hluta sem fruminnherji á kauprétt að/Primary insider's option holdings after the transaction:

0

Fjöldi hluta fjárhagslega tengdra aðila eftir viðskipti/Related parties' holdings after the transaction:

0

Dagsetning lokauppgjörs*/Date of settlement*:

Athugasemdir*/Comments*:  

See notification in attachment.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

28.11.2017

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings / Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

5.000.000

Gengi/Verð pr. Hlut/Price:

327,00 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

41.747.226   

Dagsetning lokauppgjörs / Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli heimildar frá stjórn Marel hf. til stjórnenda félagsins til að kaupa allt að 15 milljónum hluta að nafnvirði, sem ætlaðir eru sem endurgjald í mögulegum fyrirtækjakaupum, sbr. fréttatilkynningu 26. júlí 2017 / Transaction made on the basis of an authorization from the Board of Directors of Marel hf. to management to purchase own shares for nominal value of 15 million, to be used as payment for potential future acquisitions, as per the company’s announcement on 26 July 2017.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

08.11.2017

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings / Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

5.000.000

Gengi/Verð pr. Hlut/Price:

333,00 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

36.747.226   

Dagsetning lokauppgjörs / Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli heimildar frá stjórn Marel hf. til stjórnenda félagsins til að kaupa allt að 15 milljónum hluta að nafnvirði, sem ætlaðir eru sem endurgjald í mögulegum fyrirtækjakaupum, sbr. fréttatilkynningu 26. júlí 2017 / Transaction made on the basis of an authorization from the Board of Directors of Marel hf. to management to purchase own shares for nominal value of 15 million, to be used as payment for potential future acquisitions, as per the company’s announcement on 26 July 2017.

See attachments.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

07.11.2017

Kaup eða sala/Buy or Sell:

Sala/Sell

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

689.000

Gengi/Verð pr. Hlut/Price:

131,88 ISK/1,072 EUR

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

31.747.226

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskiptin eru til að mæta skilyrðum um framkvæmd kaupréttarsamninga/Transaction to fulfill obligations of stock option agreements

Today, November 2, 2017, Marel is hosting its Capital Markets Day for market participants and investors. The Event is held in Copenhagen, Denmark.

Please find attached the presentation from the event

For further information, please contact

Tinna Molphy via email tinna.molphy@marel.com.

Marel hf. published its Q3 2017 financial statements after the close of markets on October 25, 2017.

Today, October 27, 2017, Marel hf. invites market participants and investors to a meeting where the financial results for Q3 2017 will be presented by Arni Oddur Thordarson, CEO and Linda Jonsdottir, CFO.

Please find attached the Q3 2017 investor presentation.

The presentation will be held on Thursday October 26, at 8:30 am (GMT), at the company's headquarters, Austurhraun 9, Gardabaer.

Please note that the meeting will also be webcast at www.marel.com/webcast.

For further information, please contact Tinna Molphy via email tinna.molphy@marel.com.

(All amounts in EUR)

Q3 2017 – Strong competitive position and good momentum

• Revenue for Q3 2017 totaled 247.0m [Q3 2016: 234.8m].
• EBITDA for Q3 2017 was 45.8m or 18.6% of revenue [Q3 2016: EBITDA 41.5m or 17.7% of revenue].
• EBIT* for Q3 2017 was 37.6m or 15.2% of revenue [Q3 2016: EBIT* 33.4m or 14.2% of revenue].
• Net result for Q3 2017 was 23.2m [Q3 2016: 17.3m]. Basic earnings per share were 3.29 euro cents in Q3 2017 [Q3 2016: 2.42 euro cents].
• Cash flow from operating activities before interest and tax in Q3 2017 was 71.8m [Q3 2016: 33.2m]. Net debt/EBITDA was x2.0 at the end of Q3 2017.
• The order book was at 467.6m at the end of Q3 2017 compared with 418.9m at the end of Q2 2017 [Q3 2016: 305.1m].

In Q3 order intake was robust at 296 million. Market conditions remain good and Marel’s competitive position is strong. The order book was at a good level of 468 million. Revenue in Q3 2017 was 247 million with a solid EBIT* of 15.2%.

Revenue for the first nine months of 2017 was 743 million compared to 733 million on a pro forma basis for the same period in 2016. EBIT* for the first nine months of 2017 was 111 million (15.0% of revenue) compared to 108 million on a pro forma basis for the same period last year (14.8% of revenue). 

Marel’s acquisition of Sulmaq, a Brazilian primary meat processing equipment provider, was finalized on August 31, 2017. Sulmaq’s annual revenue is approximately 25 million. In the short term, the acquisition is not expected to have a material impact on Marel’s financial results.

Cash flow was exceptionally strong in Q3 leading to further deleveraging, despite the acquisition of Sulmaq for an amount equaling the enterprise value of 26 million and the net purchase of treasury shares for 12 million during the quarter. Furthermore Marel continues to invest in the business to stimulate further growth and value creation. Leverage is now down to x2.0 net debt/EBITDA compared to x2.15 in last quarter.

Arni Oddur Thordarson, CEO:

“We are building on good momentum and delivering yet another quarter with robust order intake of 296 million. We are pleased with the operational results in the quarter with 247 million in revenue and EBIT in excess of 15%. 

This is delivered despite softness in the operational results of Marel Meat when compared with previous quarters. The outstanding performance of Marel Poultry in Q3 outweighs this. By being the leading global provider to three industries; poultry, meat and fish, we counterbalance fluctuations in business unit operations, leading to good overall operational results.

Good earnings and strong cash flow enables us to continue to invest in innovation and strengthening the operational platform. In Q3 we finalized the acquisition of Sulmaq in Brazil for 26 millions in addition to acquiring treasury shares for 12 million. Marel´s financial position is strong and net leverage is down to two times EBITDA.

We will continue to engage with new and existing customers around the world in exciting projects that will advance food processing”.  

Markets

Marel’s competitive position is strong and market conditions are good. In Q3, Marel secured record order intake of 296 million. The order book is at an all-time high of 468 million compared with 419 million at the end of Q2 2017 and 305 million at the end of Q3 2016.

Marel is the leading global provider of advanced processing systems and services to the poultry, meat and fish industries. Overall the business is showing good operational performance with a solid 15% EBIT and good underlying market fundamentals. Marel continues to invest in the future to be better equipped to capture market growth and to increase value for its customers and stakeholders.

Revenue streams in poultry and fish are well balanced between standard equipment, Greenfields and maintenance while meat is a more project driven business. Poultry is delivering very strong results throughout this year with good product mix, volume and profitability. The operational performance of Marel Fish is still below long term targets and potential but is on track towards more streamlined and focused organization. Although Meat had a very good first half of the year, timing of delivery of projects adversely affected revenue and operational results in Q3.

Marel Poultry

Marel Poultry had an excellent first nine months (9M) of the year with solid operational profit margins, strong volume and robust order intake. During the first 9M of 2017, Marel Poultry generated 406 million in revenue and 76 million EBIT (18.7% of revenue). Projects were well distributed geographically and between different products. In Q1, a Greenfield project was secured in Russia and in Q2, large orders were secured in Europe and N-America. In Q3, Marel Poultry secured its largest order to-date, a groundbreaking Greenfield project with Costco and Lincoln premium poultry in the U.S. Marel Poultry accounted for 54.6% of Marel’s total revenue for the first 9M of 2017.

Marel Meat

Although Meat had a very good first half of the year, timing of delivery of projects adversely affected revenue and operational results in Q3. During the first 9M of 2017, Marel Meat generated 239 million in revenue and 29 million EBIT* (12.0% of revenue) Marel Meat accounted for 32.1% of Marel’s total revenue during the first 9M. Marel Meat is delivering good projects and fulfilling its customers’ needs worldwide. With the acquisition of Sulmaq in Brazil, Marel is strengthening its position in Central and South America and ensuring better access to a large and growing market for meat building on past sucess in the region in both poultry and fish.

Marel Fish

Marel Fish is on track in Q3 delivering good order intake, and improving operational margins. During the quarter, Marel secured large orders in Norway, S-Africa and Iceland. During the first 9M of 2017, Marel Fish generated 91 million in revenue and 4 million EBIT (3.9% of revenue). Marel Fish accounted for 12.2% of Marel’s total revenue for the first 9M of 2017.

Financial items

Cash flow and investments

The balance sheet is healthy and net interest bearing debt amounted to 375 million at the end of Q3 2017, compared to 443 million at the end of Q3 2016.

Operational cash flow before interest and tax was exceptionally strong at 72 million for Q3 2017 compared to 33 million in Q3 2016. The leverage is down to x2.0 net debt/EBITDA compared to x2.15 last quarter.

Marel continues to invest in the business to prepare for future growth and full potential, which is in line with previous communication. Investment activities are expected to be, on average, above normalized levels for the coming period.

In Q3 2017 Marel acquired Sulmaq where the purchase price is 25.6 million on a debt and cash-free basis.

In Q3 2017, Marel purchased 5.0 million treasury shares for a total amount of EUR 14.5 million to be used as a payment for potential future acquisitions, as per the company’s announcement on February 8, 2017. Marel sold 0.9 million treasury shares for EUR 2.5 million to the management of Sulmaq in relation to Marel‘s acquisition of Sulmaq. The sold shares include a lock-up period of 18 months from the date of closing which was August 31, 2017.

At the end of Q3 2017, Marel had 32.4 million treasury shares (end of Q2 2017: 28.4 million treasury shares).

Outlook

Marel expects market conditions to remain good in the poultry and fish industries, while a softer outlook is expected short term for the meat industry. Long term outlook is good for all industries. Strong position of the order book indicates that revenue will be higher in coming quarters.

Marel is targeting 12% average annual revenue growth in the next 10 years.

• Marel’s management expects 4-6% average annual market growth in the long term.
• Marel aims to grow organically faster than the market, driven by innovation and market penetration.
• Maintaining solid operational performance and strong cash flow supports on average 5-7% revenue growth by acquisition.
• Marel’s management expects Earnings per Share (EPS) to grow faster than revenue.

Growth will not be linear but based on opportunities and economic fluctuations. Operational results may vary from quarter to quarter due to general economic developments, fluctuations in orders received and timing of deliveries of larger systems.

Marel’s Capital Markets Day 2017

Marel’s Capital Markets Day for institutional investors, analysts and the media will take place on November 2, 2017 at Marel’s demonstration center, Progress Point, in Copenhagen.

Presentation of results, October 26, 2017

Marel will present its results at an investor meeting on Thursday, October 26, 2017 at 8:30 am (GMT), at the company’s headquarters at Austurhraun 9, Gardabaer. The meeting will also be webcasted at marel.com/webcast.

Marel’s Investor calendar 

• Capital Markets Day in Copenhagen           November 2, 2017
• 4^th quarter 2017                 February 7, 2018
• Annual General Meeting    March 6, 2018
• 1^st quarter 2018                 May 2, 2018
• 2^nd quarter 2018                July 25, 2018     
• 3^rd quarter 2018                 October 31, 2018
• 4^th quarter 2018                 February 6, 2019

Release of financial statements will take place after market closing on the aforementioned dates.

For further information, contact:

Tinna Molphy, Manager in Investor Relations, tel: (+354) 563 8603 / mobile: (+354) 853 8603.

Marel will release the company’s consolidated financial statement for Q3 2017 after market closing on October 25, 2017.

Marel hf. invites market participants and investors to a meeting where the financial results for Q3 2017 will be presented by Arni Oddur Thordarson, CEO and Linda Jonsdottir, CFO.
The presentation will be held on Thursday October 26, at 8:30 am (GMT), at the company's headquarters, Austurhraun 9, Gardabaer.

Please note that the meeting will also be webcast at www.marel.com/webcast.

Breakfast will be served from 8:00 am.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

31.8.2017

Kaup eða sala/Buy or Sell:

Sala/Sell

Tegund fjármálagernings / Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

916.924

Gengi/Verð pr. Hlut/Price:

343,00 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

32.436.226

Dagsetning lokauppgjörs / Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli samnings við stjórnendur Sulmaq Industrial e Comercial S.A. í tengslum við kaup Marel á Sulmaq, sbr. tilkynningu Marel sem birt var 26. júlí 2017. Stjórnendur Sulmaq nota, í tengslum við kaupin, hluta kaupverðsins til fjárfestingar í Marel eða sem nemur um 2,5 milljónum evra. Samkvæmt samkomulagi  kaupa þeir  916.924 hluti í Marel á genginu 343 kr. á hlut eða sem nemur  EUR 2,73 á hlut, og skuldbinda þeir sig til að eiga hlutina að lágmarki í 18 mánuði frá kaupunum, sem endanlega var gengið frá í dag./

Transaction made on the basis of an agreement with the management of Sulmaq Industrial e Comercial SA in relation to Marel‘s acquisition of Sulmaq, as per the Company’s announcement on 26 July 2017. In relation to the closing of the acquisition, Sulmaq management invests approximately EUR 2.5 million of their proceeds in Marel shares with a lock-up period of 18 months from the date of closing which took place today. The number of shares they acquire is 916,924 for the price of 343 ISK per share or equivalent to EUR 2.73 per share.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

17.8.2017

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings / Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

2.500.000

Gengi/Verð pr. Hlut/Price:

362,5 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

33.353.150   

Dagsetning lokauppgjörs / Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli heimildar frá stjórn Marel hf. til stjórnenda félagsins til að kaupa allt að 15 milljónum hluta að nafnvirði, sem ætlaðir eru sem endurgjald í mögulegum fyrirtækjakaupum, sbr. fréttatilkynningu 26. júlí 2017 / Transaction made on the basis of an authorization from the Board of Directors of Marel hf. to management to purchase own shares for nominal value of 15 million, to be used as payment for potential future acquisitions, as per the company’s announcement on 26 July 2017.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

15.8.2017

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings / Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

2.500.000

Gengi/Verð pr. Hlut/Price:

367 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

30.853.150

Dagsetning lokauppgjörs / Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli heimildar frá stjórn Marel hf. til stjórnenda félagsins til að kaupa allt að 15 milljónum hluta að nafnvirði, sem ætlaðir eru sem endurgjald í mögulegum fyrirtækjakaupum, sbr. fréttatilkynningu 26. júlí 2017 / Transaction made on the basis of an authorization from the Board of Directors of Marel hf. to management to purchase own shares for nominal value of 15 million, to be used as payment for potential future acquisitions, as per the company’s announcement on 26 July 2017.

In attachment is the presentations from Investor meeting held on July 27, 2017

(All amounts in EUR)

Q2 2017 – Strong order intake, solid performance with delays in orders booked off

• Revenue for Q2 2017 totaled 244.0m [Q2 2016: 264.2m].
• EBITDA for Q2 2017 was 44.2m or 18.1% of revenue [Q2 2016: EBITDA 48.4m or 18.3% of revenue].
• EBIT* for Q2 2017 was 35.9m or 14.7% of revenue [Q2 2016: EBIT* 39.7m or 15.0% of revenue].
• Net result for Q2 2017 was 18.6m [Q2 2016: 22.1m]. Basic earnings per share were 2.62 euro cents in Q2 2017 [Q2 2016: 3.09 euro cents].
• Cash flow from operating activities before interest and tax in Q2 2017 was 61.2m [Q2 2016: 43.7m]. Net debt/EBITDA was x2.15 at the end of Q2 2017.
• The order book was at 418.9m at the end of Q2 2017 compared with 390.3m at the end of Q1 2017 [Q2 2016: 306.5m].

Market conditions are good and Marel’s competitive position is strong. In Q2, Marel secured order intake of 273 million. The order book was at 419 million compared with 307 million at the end of Q2 2016. In the beginning of Q3, Marel secured its largest order to date with a groundbreaking Greenfield project with Costco and Lincoln premium poultry in the U.S.

Revenue in Q2 2017 was 244 million with 14.7% EBIT*. Product mix and timing of deliveries of large orders resulted in orders booked off being lower in Q2 2017 than is expected going forward. Cash flow from operating activities was strong at 61.2 million in Q2 2017. Net debt/EBITDA was x2.15 at the end of the quarter. Net purchase of treasury shares amounted to EUR 14.6 million in Q2 2017. The Board of Directors of Marel has at its meeting on July 26, 2017 authorized management to to be used as payment for potential future acquisitions.

Revenue for the first half of 2017 was 496.5 million and is at same level as pro forma revenue for the first half of 2016. Order intake for the first half of 2017 was 565.9 million compared with pro forma 484.9 million for the first half of 2016. The order book was at 418.9 million compared with 307 million at the end of the first half of 2016.

Marel has agreed to acquire Sulmaq, a Brazilian meat primary processing equipment provider. The aim is to strengthen Marel’s position in Central and South America and ensure better access to a large and growing market for beef and pork. Sulmaq’s annual revenue is around 25 million. The acquisition is expected to close in the third quarter of 2017, subject to customary closing conditions. In the short term, the acquisition is not expected to have material impact on Marel’s financial results.

Arni Oddur Thordarson, CEO:

“In Q2, revenue was 244 million with close to 15% EBIT*. Due to product mix and timing of deliveries of large orders, revenue in Q2 2017 was at a lower level than we expect going forward. Revenue and operational profit for the first six months of the year were at a similar level as for the first half of 2016.

Marel’s competitive position is strong and market conditions are good, resulting in a 17% increase in order intake in the first half of the year compared with the same period last year. In the beginning of Q3, our great team secured our largest order to date with Costco and Lincoln Premium Poultry where Marel is delivering a highly automated state-of-the-art poultry plant in the U.S. Marel, in partnership with its customers, is transforming the way food is processed by enabling our customers to deliver affordable and high quality food in a sustainable way.  

We are as well strengthening our position in South America with the acquisition of Sulmaq, which has been at the forefront of providing primary meat solutions in the region. Marel has had great success in the poultry and fish market in South America over the last two decades and is now gearing up for further growth in this 600 million people region”. 

Marel agrees to acquire Sulmaq

Marel has agreed to acquire Sulmaq. The aim is to strengthen Marel’s position in Central and South America and ensure better access to a large and growing market for beef and pork.

Established in 1971, Sulmaq is at the forefront of providing primary processing solutions to the pork and beef industries in Central and South America. Sulmaq is based in the state of Rio Grande do Sul in southern Brazil. The company employs around 400 employees and their main solutions include hog slaughtering lines, cattle slaughtering lines, cutting and deboning, viscera processing and food logistics. Sulmaq has a large installed base in Central and South America and strong customer relationships. The company also develops and manufactures precision investment castings for various market segments. Sulmaq’s annual revenue is around EUR 25 million. 

Over the years, Marel has grown organically as well as through the acquisition of several internationally renowned brands such as MPS, Stork and Scanvaegt. The Sulmaq acquisition is in line with Marel’s strategy to be a full line supplier to the poultry, meat and fish industries globally. Brazil is the second largest producer of beef and the third largest producer of poultry meat in the world and this step will strengthen Marel’s position in Central and South America. Marel is committed to invest in Brazil and the Central and South American market, due to its growth potential, advanced agriculture and access to resources for the food industry.

The acquisition is expected to close in the third quarter of 2017, subject to customary closing conditions but anti-trust approval is not required. Sulmaq’s leaders, Fernando Roos, Henrique Roos and Julio Roos, are instrumental for the future of Marel and they will continue in their current positions at Sulmaq. At closing, the management of Sulmaq intends to reinvest part of their proceeds in Marel shares. Sulmaq will be run as a standalone business unit with support from Marel while the companies work on creating the optimal set-up, which will enable them to serve their customers in the best possible way in the future.

Markets

Marel’s competitive position is strong and market conditions are good. In Q2, Marel secured order intake of 273 million. The order book was at 419 million compared with 307 million at the end of Q2 2016. In the beginning of Q3, Marel secured its largest order to date with a groundbreaking Greenfield project with Costco and Lincoln premium poultry in the U.S. This new highly automated state-of-the-art poultry plant will deliver 1.6 million chickens per week and have all the latest technology available to ensure high quality food is produced sustainably at affordable prices.

Marel is the leading global provider of advanced processing systems and services to the poultry, meat and fish industries. Marel continues to introduce a steady stream of innovative products to the market that will continue to increase the customers’ value and advance food processing going forward.
 

Marel Poultry

Marel Poultry had an excellent first half of the year with solid operational profit margins, strong volume and good order intake. During the first half of 2017, Marel Poultry generated 268.1 million in revenue and 47.3 million EBIT (17.6% of revenue). Projects were well distributed geographically and between different products. In Q1, a Greenfield project was secured in Russia and in Q2, large orders were secured in Europe and N-America. Marel is reaping the benefits of a steady flow of highly innovative solutions introduced to its markets. Marel Poultry accounted for 54% of Marel’s total revenue for 1H 2017.

Marel Meat

The first half of 2017 was good for Marel Meat with good operational margins, volume, and order intake. Large Greenfield projects were secured in South-Korea and in Spain as well as numerous important projects worldwide. Marel’s full line offering in the meat industry is well perceived by customers and various cross- and upselling sales were secured. Marel Meat generated 164.5 million in revenue and 23.0 million EBIT* (14.0% of revenue) during 1H 2017. Marel Meat accounted for 33% of Marel’s total revenue for 1H 2017.

Marel Fish

The Q2 2017 results in Marel Fish are negatively affected by product mix and timing of deliveries of large orders. Marel Fish generated 59.2 million in revenue and 1.7 million EBIT (2.9% of revenue) during 1H 2017. Market conditions in fish remain good and good order intake continues with many large projects. In Q2, a Greenfield project in white fish was secured in Norway. Marel Fish accounted for 12% of Marel’s total revenue for 1H 2017.

Financial items

Cash flow and investments

The balance sheet is healthy and net interest bearing debt amounted to 385.8 million at the end of Q2 2017, compared to 462.6 million at the end of Q2 2016.

Operational cash flow before interest and tax was 61.2 million for Q2 2017 compared to 43.7 million in Q2 2016. In Q2, Net debt/EBITDA is x2.15 which is within the range of the targeted capital structure.

Marel continues to invest in the business to prepare for future growth and full potential, which is in line with previous communication. Investment activities are expected to be, on average, above normalized levels for the coming period.

In Q2 2017, Marel purchased 4.7 million treasury shares for a total amount of 15.0 million to be used as a payment for potential future acquisitions, as per the company’s announcement on 8 February 2017.

Marel sold 0.4 million treasury shares for EUR 0.4 million in order to fulfill obligations of stock option agreements. At the end of Q2 2017, Marel has 28.4 million treasury shares (end of Q1 2017: 24.0 million treasury shares).

In Q2 2017, Marel secured an extension to and amendments of its long term financing at favorable terms and conditions reflecting its financial strength and current market conditions. The all senior loan facilities are approximately 640 million EUR with initial interest terms EURIBOR/LIBOR +185 bps that will vary in line with Marel’s leverage ratio (Net debt/EBITDA) at the end of each quarter. The final maturity is in May 2022. This provides Marel with increased strategic and operational flexibility to support the ambitious growth plan introduced at Marel’s Annual General Meeting in March 2017
 

Outlook

Marel is targeting 12% average annual revenue growth in the next 10 years.

• Marel’s management expects 4-6% average annual market growth in the long term
• Marel aims to grow organically faster than the market, driven by innovation and market penetration
• Maintaining solid operational performance and strong cash flow supports average 5-7% revenue growth by acquisition
• Marel’s management expects Earnings per Share (EPS) to grow faster than revenue

Growth will not be linear but based on opportunities and economic fluctuations. Operational results may vary from quarter to quarter due to general economic developments, fluctuations in orders received and timing of deliveries of larger systems.

Marel’s Capital Markets Day 2017

Marel’s Capital Markets Day for institutional investors, analysts and the media will take place on November 2, 2017 at Marel’s demonstration center, Progress Point, in Copenhagen. More details and information about registration will be presented on Marel’s Investor Relations website.

Presentation of results, July 27, 2017

Marel will present its results at an investor meeting on Thursday, July 27, at 8:30 am (GMT), at the company’s headquarters at Austurhraun 9, Gardabaer. The meeting will also be webcasted at marel.com/webcast.

Marel’s Investor calendar 

• 3^rd quarter 2017                             October 25, 2017
• Capital Markets Day in Copenhagen           November 2, 2017
• 4^th quarter 2017                 February 7, 2018

Release of financial statements will take place after market closing on the aforementioned dates.

For further information, contact:

Audbjorg Olafsdottir, Corporate Director of Investor Relations and Communications, tel: (+354) 563 8626 / mobile: (+354) 853 8626.

Marel will release the company’s consolidated financial statement for Q2 2017 after market closing on July 26, 2017.

Marel hf. invites market participants and investors to a meeting where the financial results for Q2 2017 will be presented by Arni Oddur Thordarson, CEO and Linda Jonsdottir, CFO.
The presentation will be held on Thursday July 27, at 8:30 am (GMT), at the company's headquarters, Austurhraun 9, Gardabaer.

Please note that the meeting will also be webcast at www.marel.com/webcast.

Breakfast will be served from 8:00 am.

Marel announces the appointment of Folkert Bölger to the position of Executive Vice President Global Supply Chain, as of today, June 1, 2017. Folkert will become member of Marel´s Executive Team and report directly to Arni Oddur Thordarson, CEO of Marel. Folkert succeeds Paul van Warmerdam who is leaving the company.

Folkert Bölger has since March 1, 2017 been leading Marel’s global procurement organization as Chief Procurement Officer. In his new role he will be responsible for global manufacturing, procurement and logistics to support the further growth and value creation of Marel.

Folkert is 51 years old and has extensive global managerial experience in supply, procurement and operational positions. Before joining Marel he was the Vice President of Operations and Procurement at Bang & Olufsen (Denmark) and has as well held various management positions at Philips and Siemens-VDO in Asia, Central Europe and Europe.  He lives with his wife and three children close to Eindhoven in the Netherlands.

Arni Oddur Thordarson, CEO of Marel:

“I want to sincerely thank Paul van Warmerdam for his service and valuable contribution to Marel in past years. We are delighted that Folkert Bölger has agreed to expand his role and lead our global supply chain going forward. I wish him success in his new role and welcome him to the Executive Team”.

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

19.05.2017

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

700.000

Gengi/Verð pr. Hlut/Price:

ISK 356

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

28.353.150

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli heimildar frá stjórn Marel hf. til stjórnenda félagsins til að kaupa hluti allt að verðmæti 15 milljóna evra, sem ætlaðir eru sem endurgjald í mögulegum fyrirtækjakaupum, sbr. fréttatilkynningu 8. febrúar 2017 / Transaction made on the basis of an authorization from the Board of Directors of Marel hf. to management to purchase shares amounting to a market value of 15m EUR, to be used as payment for potential future acquisitions, as per the company’s announcement on 8 February 2017

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

17.5.2017

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings / Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

4.000.000

Gengi/Verð pr. Hlut/Price:

359 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

27.653.150

Dagsetning lokauppgjörs / Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli heimildar frá stjórn Marel hf. til stjórnenda félagsins til að kaupa hluti allt að verðmæti 15 milljóna evra, sem ætlaðir eru sem endurgjald í mögulegum fyrirtækjakaupum, sbr. fréttatilkynningu 8. febrúar 2017 / Transaction made on the basis of an authorization from the Board of Directors of Marel hf. to management to purchase shares amounting to a market value of 15m EUR, to be used as payment for potential future acquisitions, as per the company’s announcement on 8 February 2017.

See attachments.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

16.5.2017

Kaup eða sala/Buy or Sell:

Sala/Sell

Tegund fjármálagernings / Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

390.000

Gengi/Verð pr. Hlut/Price:

120,17 ISK / 1,057 EUR

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

23.653.150

Dagsetning lokauppgjörs / Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskiptin eru til að mæta skilyrðum um framkvæmd kaupréttarsamninga / Transaction to fulfil obligations of stock option agreements.

With reference to Marel’s Q1 2017 announcement made on May 3, 2017, regarding extension and amendment of the company’s financing facilities, it can be confirmed that all documentation has now been finalized and the agreement becomes effective as of today, May 5, 2017.

This provides Marel with increased strategic and operational flexibility to support the ambitious growth plan introduced at Marel’s Annual General Meeting in March 2017.

Linda Jonsdottir CFO of Marel:
“We are pleased to announce an extension to and amendments of our financing agreement which provides us with increased operational and strategic flexibility to support our ambitious growth plan. We are grateful for the continued trust from our banking partners and appreciate the very good cooperation.“  

The extended and amended financing is at favorable terms and conditions reflecting Marel’s financial strength and current market conditions. The all senior loan facilities are approximately 640 million EUR and include a EUR 325 million revolving credit facility, a EUR 243 million term loan as well as a USD 75 million term loan. The initial interest terms are EURIBOR/LIBOR + 185 bps and will vary in line with Marel’s leverage ratio (Net debt/EBITDA) at the end of each quarter. The final maturity is in May 2022. 

In attachment is the presentation from todays Investor´s meeting

(All amounts in EUR)

Q1 2017 – Robust order intake and solid operational performance  

• Revenue for Q1 2017 totaled 252.5m [Q1 2016: 220.6m]. On a pro forma basis, revenue in Q1 2016 was 233.9m. 
• EBITDA for Q1 2017 was 46.0m or 18.2% of revenue [Q1 2016: EBITDA 38.2m or 17.3% of revenue]. Pro forma EBITDA in Q1 2016 was 42.5m or 18.2% of revenue.
• EBIT* for Q1 2017 was 37.7m or 14.9% of revenue [Q1 2016: EBIT* 31.1m or 14.1% of revenue]. Pro forma EBIT* in Q1 2016 was 35.2m or 15.1% of revenue.
• Net result for Q1 2017 was 21.3m [Q1 2016: 13.8m]. Basic earnings per share were 2.99 euro cents in Q1 2017 [Q1 2016: 1.93 euro cents].
• Cash flow from operating activities before interest and tax in Q1 2017 was 37.9m [Q1 2016: 27.9m]. Net debt/EBITDA was x2.19 at the end of Q1 2017. 
• The order book was at 390.3m at the end of Q1 2017 compared with 349.5m at the end of Q4 2016 [Q1 2016: 339.9m].

Marel started the year on a strong note. Order intake was robust at 293 million in the quarter. The order intake was well balanced between industries, products and geographies. The order book is at an all-time high of 390 million compared to 340 million at the same time last year. Revenue was 252 million with 14.9% EBIT*.

Cash flow and operational performance were strong. In Q1, Marel declared a dividend and purchased own shares in the amount of 22.1 million. Net debt/EBITDA was x2.19 at the end of the quarter, which is within the range of the targeted capital structure.

Marel has secured an extension to and amendments of its long term financing at favorable terms and conditions reflecting its financial strength and current market conditions. The all senior loan facilities are approximately 640 million EUR with initial interest terms EURIBOR/LIBOR +185 bps that will vary in line with Marel’s leverage ratio (Net debt/EBITDA) at the end of each quarter. The final maturity is in May 2022. This provides Marel with increased strategic and operational flexibility to support the ambitious growth plan introduced at Marel’s Annual General Meeting in March 2017.

Arni Oddur Thordarson, CEO:

“2017 started on a strong note for Marel with increased revenue, operational profit and order intake. Organic revenue growth between years is 8% with a solid EBIT* nearing 15% of revenue.

We are now reaping the benefits of ongoing investments in innovation and strengthening of our full line offering. Order intake is robust and well balanced between poultry, meat and fish around the globe.

Marel’s cash flow and financials are strong. We are pleased to announce an extension to and amendments of our financing agreement which provides us with increased operational and strategic flexibility to support our ambitious growth plan.

I would like to thank our customers and employees for their engagement and good cooperation. Together we are transforming the way food is processed.”

Markets

In Q1 2017, order intake was robust at 293 million. Orders are well balanced between industries, products and geographies. Large orders for customers in the poultry, meat and fish industries were secured in Asia, North-America and Europe during the quarter.

Marel is the leading global provider of advanced processing systems and services to the poultry, meat and fish industries. Marel continues to introduce a steady stream of innovative products to the market that will continue to increase the customers’ value and advance food processing going forward.

Marel Poultry

Marel Poultry started 2017 on a strong note, showing solid operational profit margins and strong volume. Marel Poultry generated 135.0 million in revenue and 22.3 million EBIT (16.5% of revenue) in Q1 2017. Projects were well distributed geographically and between different products. In Q1, a Greenfield project was secured in Russia and a large order was secured in Germany. Marel is reaping the benefits of a steady flow of highly innovative solutions introduced to its markets.

Marel Meat

Q1 2017 was a strong quarter for Marel Meat with good operational margins, order intake and volume. A large Greenfield project was secured in South-Korea as well as numerous important projects worldwide. Marel’s full line offering in the meat industry is well perceived by customers and various cross- and upselling sales were secured. Marel Meat generated 85.1 million in revenue and 12.7 million EBIT* (14.8% of revenue) in Q1 2017.

Marel Fish

In Q1 2017, Marel Fish continued to secure good order intake on the back of a record intake in the previous quarter. Following a strategic shift in 2016, operational results have improved. The FleXicut is now taking the first steps into the onboard and salmon segment through innovative partnerships with customers. Marel Fish generated 30.2 million in revenue and 2.0 million EBIT (6.6% of revenue) in Q1 2017.

Financial items

Cash flow and investments

The balance sheet is healthy and net interest bearing debt amounted to 401.4 million at quarter-end Q1 2017, compared to 486.0 million in Q1 2016.

Operational cash flow before interest and tax was 37.9 million for Q1 2017 compared to 27.9 million in Q1 2016. In Q1, Marel declared a dividend and purchased own shares in the amount of 22.1 million. Net debt/EBITDA is x2.19 which is within the range of the targeted capital structure.

Marel continues to invest in the business to prepare for future growth and full potential, which is in line with previous communication. Investment activities are expected to be, on average, above normalized levels for the coming period.

In Q1 2017, Marel purchased 2.5 million treasury shares for a total amount of 6.8 million in order to fulfill its obligations according to employee stock option agreements.

At the end of Q1 2017 Marel has 24.0 million treasury shares (end of Q4 2016: 21.5 million treasury shares). There are 11.8 million outstanding stock options at the end of Q1 2017.

Marel amends and extends financing facilities

Marel has secured an extension to and amendment of its long term financing at favorable terms and conditions reflecting its financial strength and current market conditions. The all senior loan facilities are approximately 640 million EUR and  include a EUR 325 million revolving credit facility, a EUR 243 million term loan as well as a USD 75 million term loan. The initial interest terms are EURIBOR/LIBOR +185 bps and will vary in line with Marel’s leverage ratio (Net debt/EBITDA) at the end of each quarter. The final maturity is in May 2022. This provides Marel with increased strategic and operational flexibility to support the ambitious growth plan introduced at Marel’s Annual General Meeting in March 2017.

The agreement is in final documentation.

Outlook

Marel is targeting 12% average annual revenue growth in the next 10 years

• Marel’s management expects 4-6% average annual market growth in the long term
• Marel aims to grow organically faster than the market, driven by innovation and market penetration
• Maintaining solid operational performance and strong cash flow supports average 5-7%  revenue growth by acquisition
• Marel´s management expects Earnings per Share (EPS) to grow faster than revenue

Growth will not be linear but based on opportunities and economic fluctuations. Operational results may vary from quarter to quarter due to general economic developments, fluctuations in orders received and timing of deliveries of larger systems.

Marel’s Capital Markets Day 2017

Marel’s Capital Markets Day for institutional investors, analysts and the media will take place on November 2, 2017 at Marel’s demonstration center, Progress Point, in Copenhagen. More details and information about registration will be presented on Marel’s Investor Relations website.

Presentation of results, May 4, 2017

Marel will present its results at an investor meeting on Thursday, May 4, at 8:30 am (GMT), at the company’s headquarters at Austurhraun 9, Gardabaer. The meeting will also be webcasted at marel.com/webcast.

Marel´s Investor calendar 

• 2^nd quarter 2017                             July 26, 2017
• 3^rd quarter 2017                             October 25, 2017
• Capital Markets                              November 2, 2017
• 4^th quarter 2017                             February 7, 2018

Release of financial statements will take place after market closing on the aforementioned dates.

For further information, contact:

Audbjorg Olafsdottir, Corporate Director of Investor Relations and Communications, tel: (+354) 563 8626 / mobile: (+354) 853 8626.

Marel will release the company’s consolidated financial statement for Q1 2017 after market closing on May 3, 2017.

Marel hf. invites market participants and investors to a meeting where the financial results for Q1 2017 will be presented by Arni Oddur Thordarson, CEO and Linda Jonsdottir, CFO.
The presentation will be held on Thursday May 4, at 8:30 am (GMT), at the company's headquarters, Austurhraun 9, Gardabaer.

Please note that the meeting will also be webcast at www.marel.com/webcast.

Breakfast will be served from 8:00 am.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

07.03.2017

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

2.500.000

Gengi/Verð pr. Hlut/Price:

314,50 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

24.043.150

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskiptin eru til að mæta skilyrðum um framkvæmd kaupréttarsamninga/Transaction to fulfill obligations of stock option agreements

The Board of Directors of Marel hf. resolved on 5 March 2017 to grant to the members of Marel’s Executive Team up to 3.2 million shares through stock option agreements.

The aim of the stock option agreements is to align long-term interests of senior management and of the Company. The key terms and conditions of the new stock option program were approved by Marel’s Annual General Meeting on 2 March 2017 in accordance with the Company's Remuneration Policy as approved at the same meeting. The stock options will be granted to all members of the Executive Team, including the CEO. Six members of the Executive Team will receive the same number of options, 200,000, the EVP’s for Meat and Poultry will receive 300,000, the CFO and the EVP Strategy and Corporate Development will receive 400,000 and the CEO will receive 600,000.

Key terms and conditions of the agreements are as follows:

• The stock option agreements entitle purchase of shares at the base offering price of EUR 2.779 per share [1]. The exercise price shall be adjusted for any dividend payments decided after the grant date.
• One vesting period of 3 years. Exercise periods are two per year in April and October subject to disclosure of the Q1 and Q3 financials. First exercise period will be following the publication of the Q1 2020 results. Option holders can delay exercise of these options to 2021, when the agreements expire and all unexercised options are cancelled.
• Option holders are required to hold shares in value corresponding to the net profit gained of the share options after deduction of taxes, until their employment with Marel is terminated.

The total number of unexercised stock options granted by Marel hf., including this new stock option scheme, currently amounts to 11.8 million shares corresponding to approximately 1.6% of total issued share capital. The Company’s cost of the new share option scheme is estimated to be approximately EUR 1.7 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:

[1] The exercise price is determined by the closing rate of Marel shares at NASDAQ OMX Iceland hf. on 3 March 2017, i.e. ISK 314.00 per share, calculated with the Central Bank of Iceland EUR/ISK mid-rate on that day; 113.00

Marel’s Annual General Meeting (AGM) was held at the company’s headquarters in Gardabaer, Iceland, on March 2, 2017. All proposals presented by the Board were approved by the meeting.

Chairman’s address

Asthildur Margret Otharsdottir, Chairman of Marel’s Board of Directors addressed the meeting. “2016 was yet another good year for Marel. It was a year of strategic growth and a further strengthening of our foundations. Amidst significant shifts in the world’s geopolitical landscape – resulting in both political and economic uncertainty – the strategic drivers in our industry remained intact. The immense social challenge of how to feed the world’s population in the future continues to present Marel with opportunities for sustainable value creation by advancing the way food is processed,” she said.

The chairman presented the proposal to pay out dividend, corresponding to 20% of net profits for the operational year 2016. “The Board of Directors is pleased to propose to the Annual General Meeting today that a dividend of 15.3 million is paid to shareholders, corresponding to 20% of net profits. This is fully in line with our dividend policy” she said. In addition, the Board of Directors has authorized management to purchase own shares in 2017 for up to a value of 15 million to be used as payment for potential future acquisitions, she said.

Asthildur also talked about the challenges that face Marel, consumers and companies worldwide today. “During the year, significant progress was made in developing and executing a formal approach to Marel’s corporate social responsibility. Guiding principles for the approach to people, the planet and profit were introduced throughout the organization and Marel became a signatory to the UN’s Global Compact” she said.

CEO’s address

“2016 was a great year for Marel and we are at the center point of prevailing trends which are driving global economic development. Our vision and strategy are clear and we are in the position to advance food processing at a global level” said Arni Oddur Thordarson, CEO of Marel, in his address to the company’s AGM.

Arni Oddur Thordarson talked about Marel’s growth story, a story filled with strategic acquisitions and strong organic growth. He took the audience back to the year 2005, when Marel’s revenue was 129 million and EBIT 10 million and when Marel’s main focus was on the fish industry. That same year a growth strategy of becoming a global leader and a full line provider to the poultry, meat and fish industries was introduced. Arni then went through the several strategic acquisitions that later took place, the latest one being MPS Meat processing systems in January 2016. “Marel acquired MPS without issuing new shares and managed to stay within targeted capital structure of between x2-3 net debt/EBITDA. Net leverage was at x2.9 net debt/EBITDA after the acquisition and solid operational performance and strong cash flow has now driven it down to x2.25”. Since 2006, Marel’s revenue has grown around 20% per year on average, one-third through organic growth and two-thirds through acquisitions. This has brought Marel to its current situation; global leader in providing advanced equipment and services for the poultry, meat and fish industries with pro forma revenue close to 1 billion and 143 million in EBIT. 

Arni Oddur then covered the business and financial highlights of the year 2016.

“Pro forma revenue was 983 million, compared to 819 million in the previous year for Marel stand alone. We have gradually increased the operational performance in recent years and delivered a solid operational performance with 14.6% EBIT in 2016. Earnings per share increased by 34% between years due to an improved operational performance and a better utilization of the balance sheet” he added. 

Throughout the year, the modernization and maintenance business remained strong while we saw some softness in the greenfield and expansion projects at the beginning of the year. However, in Q4 we saw the order intake at an all-time high with landmark projects secured for the poultry, meat and fish industries around the globe, resulting in a strong order book entering 2017. These greenfield projects will now go into engineering phase and will start to deliver revenue in Q2 2017 and onwards. Our product portfolio is strong and we introduced several revolutionary products to the market in 2016,” he added. Significant investments were also made in advancing Marel’s business, upgrading manufacturing equipment as well as improving facilities and IT platforms.

Arni talked about Marel’s business model that consists of three main revenue streams;Greenfields, modernization and standard equipment and service and spare parts. Recurring revenue from service and spare parts are now 36% of total revenue, compared with 7% in 2005. “Our greenfield projects are Marel’s future revenue as they continue to deliver recurring service revenue and modernization revenue going forward”.

Finally Arni Oddur introduced Marel’s outlook and strategy. Marel is targeting 12% average annual revenue growth in the next 10 years. Marel’s management expects 4-6% average market growth in the long term and the target continues to be set at growing faster than the market organically driven by innovation and market penetration. Strong financials and an experienced and united team make Marel well equipped to take on further growth through strategic acquisitions. By maintaining solid operational performance and strong cash flow a 5-7% annual revenue growth by acquisition can be pursued. Organic and acquisition growth will not be linear but based on opportunities, economic fluctuations and general economic conditions. “We are firmly committed to delivering increased value to the society, customers and shareholders by enhancing safe and sustainable food processing.  We will continue to drive the growth forward with passion and discipline,” he added.

Confirmation of annual accounts

The company’s Consolidated Financial Statements and the Report of the Board of Directors and CEO were approved by the meeting. All proposals presented were approved by the meeting.

Board of Directors

All seven directors on the Board of Marel were re-elected unanimously. The board consists of: Astvaldur Johannsson, Olafur Gudmundsson, Arnar Thor Masson, Ann Elizabeth Savage, Asthildur Margret Otharsdottir, Helgi Magnusson and Margret Jonsdottir.

The new Board of Directors has convened and assigned roles and responsibilities. Asthildur Margret Otharsdottir continues as Chairman of the Board and Arnar Thor Masson, as the Vice-Chairman of the Board.

More information is available on Marel.com.

More information about the Annual General meeting is available on Marel.com as well as the information page for the AGM at http://www.marel.com/agm.

MAREL – DECISIONS OF ANNUAL GENERAL MEETING

At the Annual General Meeting of Marel hf. which took place at the company‘s headquarters on 2 March 2017 the following proposals were approved.

Below are the decisions of the Annual General Meeting (“Meeting”).

1. The Consolidated Financial Statements and the Report of the Board of Directors and CEO for 2016 were approved

2. Proposal on how to address the profit for the operational year 2016 was approved

The Meeting approved that a dividend of 2.14 euro cents per share will be paid for the operational year 2016. The total dividend payment will be approximately 15.3 million euro, corresponding to approximately 20% of profits for the year. The company’s shares traded on and after 3 March 2017 (EX-Date) will be ex-dividend and the right to a dividend will be constricted to shareholders identified in the company´s shareholders registry at the end of 6 March 2017, which is the proposed record date. Payment date of the dividend is 23 March 2017.

3. The Company’s Remuneration Policy was approved

It is as follows:

Marel Remuneration Policy

The Remuneration Policy of Marel hf. and its subsidiaries (the “Company”), is designed to attract, motivate and retain exceptional employees in a competitive and international market. The policy reflects the Company’s objectives for good corporate governance as well as sustained long-term value creation for shareholders.

The Remuneration Policy applies to the Company’s senior management, including its Executive Team and Board of Directors.

Executive Team Remuneration

The remuneration of Marel’s Executive Team is proposed by the Remuneration Committee and subsequently approved by the Board of Directors. It is evaluated annually against performance and a benchmark of international companies, which in size and complexity are similar to Marel. Benchmark information is obtained from internationally recognized compensation service consultancies. 

Total remuneration shall be comprised as follows:

• A fixed base salary, set at a level aimed at attracting and retaining executives with professional and personal competences required to drive the Company’s performance.
• Short-term incentives, based on the achievement of a number of pre-defined financial and non-financial strategic business targets approved by the Board of Directors. Short-term incentives for the CEO amount to 50% of annual base salary at target and can reach a maximum of 70%. Short-term incentives for other members of the Executive Team can amount to up to 45% of the annual fixed base salary at target and reach a maximum of 60%. Short-term incentive payments are subject to recovery, provided that they have been based on data, which proved to be manifestly misstated, false or mis­leading.
• Long-term incentives in the form of stock options. Marel has implemented stock option programs with the objective of aligning interests of executive management and selected employees in strategic positions with the long-term goals of the Company and its shareholders. The key terms of share-based incentive agreements and programs shall be submitted to a Shareholders’ Meeting for approval.
• Pension contributions, made in accordance with applicable laws and employment agreements.
• Severance payments in accordance with termination clauses in employment agree­ments. Severance payments shall comply with local legal framework.

Board of Directors

Members of the Board of Directors shall receive a fixed, monthly payment in accordance with the decision of the Annual General Meeting of the Company. The Board shall submit a proposal on the fee for the upcoming operating year, taking into account the extent of responsibilities and time commitment, the results of the Company and benchmark data on fees paid by European peer companies, which in size and complexity are similar to Marel.

Board members are not offered stock options or participation in incentive schemes. 

Individual board members may take on specific ad hoc tasks outside their normal duties assigned by the Board. In each such case, the Board may determine a fixed fee for the work carried out related to those tasks, which shall be disclosed in the Company’s annual financial statements.

Disclosure of Information

Information on the total remuneration of members of the Company’s Board of Directors, Executive Team and senior management accountable for more than 10% of the assets or earnings of the Company, shall be disclosed in the Company’s annual financial state­ments. This includes any deferred payments and extraordinary contracts during the preceding financial year. 

Approval of the Remuneration Policy

This Remuneration Policy shall apply to all future employment agreements with members of Company’s Executive Team and Board of Directors.

The Remuneration Policy is binding for the Board of Directors as regards its provisions on stock options. In other respects, the Remuneration Policy shall be of guidance for the Board. Any departure from the policy shall be recorded and reasoned in the Board’s minutes.

This Remuneration Policy has been approved by the Board of Directors of Marel hf. in accordance with article 79a of the Icelandic Companies Act No. 2/1995, taking into consider­ation the NASDAQ Iceland Rules for Issuers of Financial Instruments and the Icelandic Guidelines on Corporate Governance. The Remuneration Policy is reviewed annually and shall be approved by the Company’s Annual General Meeting, with or without amendments. 

The Company’s Remuneration Policy shall be published on its website.

4. The Company’s Share-Based Incentive Scheme proposal was approved

 It is as follows:

       Type of share incentive program: Stock options.

       Participants: The CEO and selected employees in strategic positions.

Total number of share options: Up to 13.5 million shares may be granted as options and be in effect at each time under the program. If any stock options lapse prior to their vesting date, new stock options may be granted instead.

Granting time: The stock options shall be granted periodically. No more than 5 million shares shall be granted as options and be in effect under the program in 2017.

Vesting time: 3 years from the grant date.

Exercise period: Immediately after the stock options are vested and/or within 1 year thereafter (within selected exercise periods).

Exercise price: The EUR equivalent of the closing rate of Marel shares at NASDAQ Iceland on granting date (calculated with the Central Bank of Iceland midrate EUR/ISK).

The exercise price shall be adjusted for future dividend payments (cent against cent).

Other key terms and conditions:

• Participants are required to hold shares, corresponding to the net profit gained of the share options after deduction of taxes, until their employment with the Company is terminated.
• In general, any unvested share options will lapse if the participants are no longer employed with the Company. The Company may decide to waive this condition, including if a participant becomes disabled or dies.
• If a change of control occurs, as provided for in Article 100 of the Icelandic Securities Transactions Act No. 108/2007, any outstanding stock options shall vest (accelerated vesting) in the proportion of the relevant applicable vesting period (from granting date until accelerated vesting date).

The Company shall not grant any loans or guarantees to participants in connection with the share options.

5. Proposal on remuneration to board members for the year 2017 and of the Auditor for the year 2016 was approved

The Meeting approved that the remuneration to Board members for the year 2017 shall be as follows: remuneration to Board members for the year 2017 will be €3,000 per month. The Chairman of the Board receives triple monthly remuneration and the Chairman of the Audit Committee receives double monthly remuneration. Members of sub-committees of the Board will further receive remuneration in the amount of €800 per month. The remuneration will be paid on the 15^th day of each month. The Meeting approved that the Auditor’s fees will be paid against their invoices approved by the Company.

6. Election of Board of Directors

The Board’s proposal that seven Directors will be elected to serve on the Board of Directors of the Company was approved by the Meeting.

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

Ann Elizabeth Savage, Spalding, UK

Arnar Thor Masson, London, England

Asthildur Margret Otharsdottir, Reykjavik, Iceland

Astvaldur Johannsson, Seltjarnarnes, Iceland

Helgi Magnusson, Seltjarnarnes, Iceland

Margret Jonsdottir, Seltjarnarnes, Iceland

Olafur S. Gudmundsson, Princeton, US

7. Election of auditors

The Meeting approved that the auditors KPMG ehf. will be the Company’s auditors.

8. Proposal to grant authorization to the Board of Directors to purchase treasury shares in the Company was approved

The Meeting approved an authorization for the Company to acquire up to 10% of its own shares. Requirements pursuant to Article 55 of the Icelandic Companies Act No. 2/1995 shall be taken into consideration when own shares are purchased on the basis of this authorization.

This authorization is effective for the next 18 months from approval. Earlier authorization shall be withdrawn.

Below is a list of candidates for the Board of Directors of Marel hf. at the Annual General Meeting, to be held at the Company's headquarters at Austurhraun 9, Gardabaer, Iceland, Thursday 2 March 2017, at 16:00:

Ann Elizabeth Savage, Spalding, UK
Arnar Thor Masson, London, England
Asthildur Margret Otharsdottir, Reykjavik, Iceland
Astvaldur Johannsson, Seltjarnarnes, Iceland
Helgi Magnusson, Seltjarnarnes, Iceland
Margret Jonsdottir, Seltjarnarnes, Iceland
Olafur Gudmundsson, Princeton, New Jersey, U.S.

Further information about each of these candidates will be available on the Information Page for the Annual General Meeting 2017 on the Company´s website: http://www.marel.com/agm, no later than 2 days prior to the Meeting.

The deadline for declaring candidature has now passed.

According to the current Articles of Association of the Company, the Board of Directors
shall be comprised of 5 to 7 members. Consequently, the above seven candidates will be elected to the Board without ballot at the meeting.

Please find hereby attached the final agenda and proposals to the Annual General Meeting of Marel, to be held Thursday 2 March 2017 at 16:00.

Notice to submit proposals or matters to be considered by the meeting has passed, as per Clause 4.20 of the Articles of Association of Marel hf.

Further information can be found at the company's website:

http://marel.com/corporate/investor-relations/events?source=agm-shortcut

Marel hf. has published its Annual Report for 2016.The report is only available as a web version. The complete report along with videos, interactive graphs and other information can be accessed here  and at marel.com. 

See attachment.

Presentation from  Marel’s Investor meeting  February 9, 2017

 in attachment

Marel hf. – Annual General Meeting 2017

The Annual General Meeting of Marel hf. will be held at the Company‘s headquarters at Austurhraun 9, Gardabaer, Iceland, on Thursday, 2 March 2017 at 16:00.

Agenda:

• Annual General Meeting matters as provided for in Article 4.13 of the Company‘s Articles of Association.
• Report on the execution of remuneration policy.
• Proposal on a Share-Based Incentive Scheme proposal.
• Proposal on a renewed authorization for the Company to buy own shares.
• Any other business, lawfully presented.

The meeting will be conducted in English.

In particular, it should be noted that candidatures for the Board of Directors shall be submitted in writing to the Board of Directors at least five full days prior to the meeting, i.e. before Saturday 25 February at 16:00 pm (GMT).

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 Monday 20 February at 16:00 pm (GMT).

On the Company’s AGM website (www.marel.com/agm) further information in relation to the Annual General Meeting 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 statements for the year 2016, information on the total number of shares and voting rights as of 8 February 2017, proxy template, 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 seven days prior to the meeting, both on the aforementioned AGM webpage of the Company as well as at the Company‘s offices at Austurhraun 9, Gardabaer, Iceland.

Agents of shareholders shall submit written proxies at the entrance of the meeting. Ballots and other applicable documents will be available at the venue of the meeting as of 15:30 on the day of the meeting.

The Board of Directors of Marel hf.

(All amounts in EUR)

Q4 2016 – Order intake at all-time high

• ? Revenue for Q4 2016 totaled 250.0m [Q4 2015: 201.9m]. On a pro forma basis, revenue in Q4 2015 was 248.8m. 
• ? EBITDA for Q4 2016 was 47.3m or 18.9% of revenue [Q4 2015: Adj. EBITDA** 30.0m or 14.9% of revenue]. Pro forma adj. EBITDA** Q4 2015 was 37.9m or 15.2% of revenue.
• ? EBIT* for Q4 2016 was 35.1m or 14.0% of revenue [Q4 2015: Adj. EBIT** 22.2m or 11.0% of revenue]. Pro forma adj. EBIT** in Q4 2015 was 34.9m or 14.0% of revenue.
• ? Net result for Q4 2016 was 22.6m [Q4 2015: 9.9m]. Basic earnings per share were 3.15 euro cents in Q4 2016 [Q4 2015: 1.40 euro cents].
• ? Cash flow from operating activities before interest and tax in Q4 2016 was 74.3m [Q4 2015: 26.9m]. Net debt/EBITDA is x2.25 at the end of Q4 2016. 
• ? The order book was at 349.5m at the end of Q4 2016 compared with 305.1m at the end of Q3 2016 [Q4 2015: 180.9m]. On a pro forma basis the order book at end of Q4 2015 was 319.8m.

Full year 2016 – Solid performance with 14.6% EBIT*

• ? Pro forma revenue for 2016 totaled 983.0m [2015 pro forma revenue 975.8m]. Revenue in 2016 was 969.7m compared to 818.6m in 2015.
• ? Pro forma EBITDA was 179.7m or 18.3% of revenue [2015 pro forma adj. EBITDA** 175.7m or 18.0% of revenue].  EBITDA in 2016 was 175.4m (18.1% of revenue) compared to adj. EBITDA** of 135.8m in 2015 (16.6% of revenue).
• ? Pro forma EBIT* was 143.5m or 14.6% of revenue [2015: pro forma adj. EBIT** 133.7m or 13.7% of revenue].  Adj. EBIT* in 2016 was 139.4m (or 14.4% of revenue) compared to adj. EBIT** of 99.9m in 2015 (or 12.2% or revenue).
• ? Net result for 2016 was 75.8m [2015: 56.7m]. Earnings per share were 10.59 euro cents compared with 7.93 euro cents in 2015.
• Cash flow from operating activities before interest and tax was 179.0m [2015: 119.7m]. Net interest bearing debt at the end of the year 2016 was 403.6m compared with 142.8m at the end of 2015.

In Q4 2016 order intake was at a record level totaling 295 million, with strong order intake of Greenfield projects for customers in the poultry, meat and fish industries. Throughout the year order intake remained strong in modernization and maintenance. The uptick in order intake of Greenfields during Q4 compared with previous quarters is in line with what was previously communicated during the Q3 results. During the Q3 results presentation, management lifted the outlook for larger projects after rather soft conditions in the beginning of 2016. The order book at the end of 2016 is at 350 million compared with 320 million at year-end 2015.   

Marel’s revenue in 2016 was 983.0 million compared with 975.8 million in 2015 on a pro forma basis. Pro forma EBIT* increased between years to 143.5 million (14.6%) compared with 133.7 million (13.7%). Cash flow was strong in 2016 leading to net debt/EBITDA of x2.25 at year-end 2016 compared with x2.9 after the acquisition of MPS in the beginning of the year.

The Board of Directors proposes that a dividend of 2.14 euro cents per share will be paid for the operational year 2016. The estimated total dividend payment, based on current outstanding shares, will be 15.3 million corresponding to approximately 20% of profits for the year. The proposed dividend is in line with Marel’s targeted capital allocation and dividend policy. This is in line with the dividend policy of 20-40% of net results and the targeted capital structure of x2-3 net debt/EBITDA. 
In addition, the Board of Directors has authorized management to purchase own shares in 2017 for up to a value of 15 million to be used as payment for potential future acquisitions.

Marel’s management expects 4-6% average annual market growth in the long term. Marel aims to grow organically faster than the market based on good customer relations and the continuous introduction of revolutionary products to assist processors advance their business. Results may vary from quarter to quarter due to general economic developments, fluctuations in orders received and timing of deliveries of larger systems. In addition Marel’s aim is to strengthen product offering and stimulate further growth through strategic acquisitions.

Arni Oddur Thordarson, CEO:
“The year 2016 was a great year for Marel. We are closing Q4 with all-time high order intake. The orders were strong in poultry, meat and fish. Our customers are setting up state of the art processing plants in Asia, South- America, North-America and Europe that will enable them to offer affordable quality food. As well exciting orders in Africa and the Middle-East were secured.
    
We finalized the acquisition of MPS at the beginning of the year allowing Marel to become a full-line supplier to the meat industry. Integration is on track and the acquisition is delivering value to customers and shareholders. Earnings per share increase by 34% year on year. Our financials and cash flow are strong and net debt/EBITDA is x2.25, well within our capital structure. We have to bear in mind that we closed the acquisition of MPS without issuing any new shares.  

We continue on the growth path. Over the course of the year we have invested well in our infrastructure and introduced steady flow of revolutionary products to advance the business of our customers.  

Finally, I would like to thank our customers and employees for an eventful and enjoyable year. With passion and dedication, we are transforming the way food is processed.”

Refocusing and organizational changes 
From April 1, 2017 David Wilson will replace Remko Rosman as Managing Director of Marel Meat. On February 8, 2017 Jesper Hjortshøj will replace David Wilson as Managing Director of further processing activities within Marel.

Management changes in Marel Meat
MPS meat processing systems have since 2005 been under the leadership of Remko Rosman and has during that time enjoyed good growth as well as strengthened its competitive positioning. Remko Rosman will now take on new challenges within the food sector in non-competition with Marel.

By acquiring MPS in January 2016, Marel became a global leader in developing full-line solutions and equip-ment for the meat processing industry. The integration between Marel and MPS is on track. The main focus in 2016 was on combining the front-end sales teams and aligning financial reporting. Gradually the focus will shift towards integrating the back-end of the business such as supply chain and service activities.

Between 2012 and 2016, David Wilson was Managing Director of Marel Meat and was instrumental in the acquisition of MPS. He has been with Marel since 1998 and a member of the Executive Team since 2013.

Marel gearing up for growth in further processing after successful refocusing
Marel is at the forefront of providing full-line solutions to the poultry, meat and fish industries, from primary processing through secondary and further processing. In 2016, David Wilson led the successful streamlining of further processing activities within Marel. In Q4 2016, Marel rationalized the further processing product portfolio, streamlined the organizational set-up and replaced several managers. Marel’s further processing team focuses on innovation, service and product management while sales are mainly channeled through Marel’s poultry, meat and fish teams.

From February 8 2017, Jesper Hjortshøj will lead Marel’s activities in further processing as Managing Director and will join Marel’s Executive team. Under the leadership of Jesper Hjortshøj innovation efforts and product management will be supported and strengthened to capture future growth within the dynamic and growing market for sausage and convenience food. Jesper Hjortshøj has been with Marel since 2006 in various leadership positions including Manager in Strategy and Portfolio for Global Innovation, Product Center Manager and Marketing Manager.

Markets

In Q4, 2016 order intake was at a record level totaling 295 million, with strong order intake of Greenfield projects for customers in the poultry, meat and fish industries. Projects were well distributed geographically with large orders secured in Asia, South-America, North-America and Europe.

Marel is the leading global provider of advanced processing systems and services to the poultry, meat and fish industries. Marel introduced a steady stream of innovative products to the market in 2016 that will continue to increase the customers’ value and advance food processing going forward.

Marel Poultry

2016 was a good year for Marel Poultry which showed solid operational profit margins and strong volume. Marel Poultry generated 514.2 million in revenue and EBIT of 85.3 million (16.6% of revenue) in 2016. Projects were well distributed geographically and between different product types. In Q4, a landmark Greenfield project with four high-speed lines was secured in South-Korea with a long-term customer.

In Q4 Marel Poultry launched the second generation of the revolutionary Controlled Atmosphere Stunning system for the poultry industry which is now optimized by arranging the system into a single straight horizontal line. The solution is called SmoothFlow and was awarded the EuroTier 2016 Innovation Medal for setting a new industry standard.

Marel Poultry accounted for 52.3% of Marel’s pro forma revenue in 2016.

Marel Fish

In Q4, Marel Fish secured record order intake due to a strategic shift and improved market conditions. Landmark projects were secured in the salmon industry in Norway in addition to various projects in Europe, North- America and South-America.

Soft market conditions in the beginning of the year and the rationalization of product offering negatively affected Marel’s Fish results in 2016. Marel Fish generated 127.1 million in revenue and EBIT of 3.9 million (3.1% of revenue) in 2016.

Marel Fish accounted for 12.9% of Marel’s pro forma revenue in 2016.

Marel Meat

2016 was a strong year for Marel Meat with good operational margins and volume. Marel Meat generated 333.7 million in revenue on a pro forma basis and pro forma EBIT* of 51.9 million (15.6% of pro forma revenue) in of 2016.

Integration of Marel and MPS is on track and going well. A unified sales team secured full line projects in both China and Europe during the latter half of the year. From January 1, 2017 all products from Marel Meat and MPS are presented as Marel Meat which offers full line solution in primary, secondary and further processing.

In 2016 Marel Meat released among other solutions a new portion cutter, the I-Cut 130. This machine uses the latest in laser vision technology to ensure optimal utilization of the raw material and delivers fixed weight portions with high accuracy.

Marel Meat accounted for 34.0% of Marel’s revenue in 2016.

Financial items

Cash flow and investments

The balance sheet is healthy and net interest bearing debt amounts to 403.6 million at year-end 2016, compared with 142.8 million at year-end 2015. The increase is due to the acquisition of MPS meat processing systems that was acquired without issuing new shares. In relation to the acquisition Marel entered into a 670 million loan facility agreement with eight international banks: ING Bank, Rabobank, ABN Amro, Nordea, HSBC, BNP Paribas, Landsbankinn and UniCredit Bank. The facility converted the previous facility into an all senior facility and extended the term to 2020.

Marel returned a strong cash flow from operations with operational cash flow before interest and tax being 74.3 million for Q4 2016 compared with 26.9 million in Q4 2015. The cash flow at the end of the year 2016 was 179.0 million compared with 119.7 million in 2015. Net debt/EBITDA is x2.25 which is within the range of the targeted capital structure.

Marel continues to invest in the business to prepare for future growth and full potential in line with previous communication. Investment activities are expected to be on average above normalized levels for the coming period.

In Q4 2016 Marel purchased 4.0 million shares for a total amount of 8.1 million in order to fulfill its obligations according to employee stock option agreements. Marel sold 0.5 million shares for a total amount of 0.6 million for the same reason.

At end of 2016, Marel holds 21.5 million treasury shares. There are 8.8 million outstanding stock options at the end of 2016.

Acquisition related items

Purchase price allocation in relation to the acquisition of MPS, previously recorded as provisional, are now final and have not changed compared to the provisional amounts. Under international accounting rules, the period in which adjustments are permitted is limited to 12 months from the date of acquisition.

Distribution of profit

The Board of Directors proposes that a dividend of 2.14 euro cents per share be paid for the operational year 2016. The estimated total dividend payment, based on current outstanding shares, will be 15.3 million euro corresponding to approximately 20% of profits for the year, which amounted to 75.8 million euro. The proposed dividend is in line with Marel’s targeted capital allocation and dividend policy. This is in line with the dividend policy of 20-40% of net results and the targeted capital structure of x2-3 net debt/EBITDA. 

If approved by Marel’s shareholders, the company’s shares traded on and after March 3, 2017 (Ex-date) will be ex-dividend and the right to a dividend will be constricted to shareholders identified in the company´s shareholders registry at the end of March 6, 2017, which is the proposed record date. The board will propose that payment date of the dividend is March 23 2017.

In addition, the Board of Directors has authorized management to purchase own shares in 2017 for up to a value of 15 million to be used as payment for potential future acquisitions.

Outlook

Marel’s management expects 4-6% average annual market growth in the long term. Marel aims to grow organically faster than the market based on good customer relations and the continuous introduction of revolutionary products to assist processors advance their business. Results may vary from quarter to quarter due to general economic developments, fluctuations in orders received and timing of deliveries of larger systems. In addition Marel’s aim is to strengthen product offering and stimulate further growth through strategic acquisitions.

Marel’s Capital markets day 2017

Marel’s Capital Markets Day for institutional investors, analysts and the media will take place on November 2, 2017 at Marel’s demonstration center, Progress Point, in Copenhagen. More details and information about registration will be presented at Marel’s investor relations website in coming weeks.

Presentation of results, February 9, 2017

Marel will present its results at an investor meeting on Thursday, February 9, at 8:30 am (GMT), at the company’s headquarters at Austurhraun 9, Gardabaer. The meeting will also be webcasted at marel.com/webcast.

Publication days of Consolidated Financial Statements in 2017 and 2018

• 1^st quarter 2017                               May 3, 2017
• 2^nd quarter 2017                              July 26, 2017
• 3^rd quarter 2017                              October 25, 2017
• Capital Markets day Copenhagen    November 2, 2017
• 4^th quarter 2017                   February 7, 2018

Release of financial statements will take place after market closing on the aforementioned dates.

For further information, contact:

Audbjorg Olafsdottir, Corporate Director of Investor Relations and Communications, tel: (+354) 563 8626 / mobile: (+354) 853 8626.

Marel will release the company’s consolidated financial statement for 2016 after market closing on February 8, 2017.
Marel hf. invites market participants and investors to a meeting where the financial results for 2016 will be presented by Arni Oddur Thordarson, CEO, and Linda Jonsdottir, CFO.

The presentation will be held on Thursday, February 9, at 8:30 am (GMT), at the company's headquarters, Austurhraun 9, Gardabaer.

Please note that the meeting will also be webcast. : www.marel.com/webcast

Breakfast will be served from 8:00 am.

Publication dates:

• 4^th quarter 2016                                                       February 8, 2017
• Annual General Meeting                                          March 2, 2017
• 1^st quarter 2017                                                       May 3, 2017
• 2^nd quarter 2017                                                      July 26,2017
• 3^rd quarter 2017                                                       October 25, 2017
• 4^th quarter 2017                                                      January 31,2018

Release of financial statements will take place after market closing on the aforementioned dates.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

15.11.2016

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

1.200.000

Gengi/Verð pr. Hlut/Price:

247 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

21.543.150

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskiptin eru til að mæta skilyrðum um framkvæmd kaupréttarsamninga/Transaction to fulfill obligations of stock option agreements

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

14.11.2016

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

900.000

Gengi/Verð pr. Hlut/Price:

246,17 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

20.343.150

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskiptin eru til að mæta skilyrðum um framkvæmd kaupréttarsamninga/Transaction to fulfill obligations of stock option agreements

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

11.11.2016

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

1.200.000

Gengi/Verð pr. Hlut/Price:

243,00 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

19.443.150

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskiptin eru til að mæta skilyrðum um framkvæmd kaupréttarsamninga/Transaction to fulfill obligations of stock option agreements

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

10.11.2016

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

700.000

Gengi/Verð pr. Hlut/Price:

238,18 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

18.243.150

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskiptin eru til að mæta skilyrðum um framkvæmd kaupréttarsamninga/Transaction to fulfill obligations of stock option agreements

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

08.11.2016

Kaup eða sala/Buy or Sell:

Sala/Sell

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

547.600

Gengi/Verð pr. Hlut/Price:

131,03 ISK/1,064 EUR

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

17.543.150

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskiptin eru til að mæta skilyrðum um framkvæmd kaupréttarsamninga/Transaction to fulfill obligations of stock option agreements

Presentation from investor meeting in attachment

Marel Q3 2016 Results
(All amounts in EUR)

Solid performance with 14.2% EBIT
 

• ? Revenue for Q3 2016 totaled 234.8m [Q3 2015: 189.1m]. On a pro forma basis, revenue in Q3 2015 was 229.7m. 
   
• ? EBITDA for Q3 2016 was 41.5m or 17.7% of revenue [Q3 2015: Adj. EBITDA** 31.6m or 16.7% of reve-nue]. Pro forma adj. EBITDA** Q3 2015 was 41.5m or 18.0% of revenue.
   
• ? EBIT* for Q3 2016 was 33.4m or 14.2% of revenue [Q3 2015: Adj. EBIT** 24.2m or 12.8% of revenue].    Pro forma adj.  EBIT** in Q3 2015 was 31.6m or 13.8% of revenue.
   
• ? Net result for Q3 2016 was 17.3m [Q3 2015: 14.7m]. Basic earnings per share were 2.42 euro cents in Q3 2016 [Q3 2015: 2.07 euro cents].
   
• ? Cash flow from operating activities before interest and tax in Q3 2016 was 33.2m [Q3 2015: 29.7m]. Net debt/EBITDA is 2.6x at the end of Q3 2016. 
   
• ?  The order book was at 305.1m at the end of Q3 2016 compared with 306.5m at the end of Q2 2016 [Q3 2015: 187.7m]. On a pro forma basis the order book at end of Q3 2015 was 303.6m.

Marel continues on a good track and reports solid performance in Q3 2016. Revenue for Q3 2016 is 235 mil-lion with 14.2% EBIT*. Cash flow remains strong resulting in a net debt/EBITDA of 2.6x.

Order intake in Q3 2016 was 233 million and year to date 718 million on a pro forma basis. Order intake of standard equipment and spare parts was strong across all industries. Greenfields and large projects were strong in poultry in the first 9 months while volume of larger projects was soft in meat and fish. Meat began to pick up in Q3 with a unified sales team securing full line projects in Europe and China. In the beginning of Q4, fish secured a landmark greenfield project in Norway.

Pro forma revenue for the first 9 months of 2016 was 733 million and EBIT* was 108.4 million or 14.8%. Marel expects modest organic revenue growth and increase in EBIT* between years.

Arni Oddur Thordarson, CEO:
“We are pleased with our Q3 2016 results. The team is focused and committed and is delivering robust opera-tional results with close to 15% EBIT* year to date. We continue to introduce steady stream of innovative cus-tomer solutions and to invest in the business to support future profitable growth.

In general the demand for larger projects is promising while timing of closure of such transactions is hard to predict due to general economic circumstances.

Integration with MPS is on track. We have unified and cross-trained our sales team in meat. This great team has now secured full line projects in various geographical areas. It is clear that we are stronger together in serving our customers’ needs”.

Markets
Marel is the leading global provider of advanced processing systems and services to the poultry, meat and fish industries. Marel has a commercially strong product portfolio stemming from its continuous focus on innovation and strategic acquisitions.

Revenue year to date on a pro forma basis was 733 million. Order intake in Q3 2016 was 233 million and year to date on a pro forma basis 718 million. Order intake of standard equipment and spare parts was strong across all industries. Greenfields and large projects were strong in poultry in the first nine months while volume of larger projects was soft in meat and fish. Meat began to pick up in Q3 with a unified sales team securing full line projects in Europe and China. In the beginning of Q4, fish secured a landmark greenfield project in Norway.

Revenue and order intake from discontinued operations are close to 20 million lower in 2016 than in 2015.

Marel Poultry
Year to date order intake, revenue and profitability is strong in poultry.  Compared with the strong beginning of the year and exceptionally strong Q3 2015 order intake was slightly lower in Q3 2016. Key projects were secured in North-America and Europe during Q3.

During the first 9 months of 2016 Marel Poultry generated 393 million in revenue and EBIT of 68.1 million (17.3% of revenue). Marel Poultry accounted for 54% of Marel’s pro forma revenue in the first 9 months of 2016.

Marel Fish
Marel Fish generated 91 million in revenue and EBIT of 3.3 million (3.6% of revenue) in the first 9 months of 2016. Marel Fish accounted for 12% of Marel’s pro forma revenue in the first 9 months of 2016. Market condi-tions in the fish industry have been soft throughout the year. In October, Marel Fish secured a large greenfield project in the salmon industry in Norway. 

Marel has been focusing its business and product portfolio shifting the focus from low-end customized solu-tions to high tech innovative salmon solutions and white fish solutions for both onshore and onboard.

Marel Meat
Marel Meat generated 243 million on a pro forma basis in revenue and EBIT* of 35.0 million (14.4% of reve-nue) in the first 9 months of 2016. Marel Meat accounted for 33% of Marel’s pro forma revenue in the first 9 months of 2016. Order intake and volume is at a good level. Q3 was a good quarter for Marel Meat especially in primary processing which saw good order intake and volume.

Integration of Marel and MPS is on track and going well. During Q3, a unified sales team secured full line pro-jects in both China and Europe. As well in Q3, joined teams participated together at exhibitions in Brazil, China and Russia with good results.

Financial items

Cash flow and investments
Marel returned a strong cash flow from operations with operational cash flow before interest and tax being 33.2 million for Q3 2016 compared with 29.7 million in Q3 2015.

Marel continues to invest in the business to prepare for future growth and full potential in line with previous communication. Investment activities are expected to be on average above depreciation level for the coming quarters. Net debt/EBITDA is 2.6x which is within the range of the targeted capital structure.

In Q3 2016, there were no transactions with Marel’s treasury shares. Marel now holds 18.1 million treasury shares.
Acquisition related items

Purchase price allocation in relation to the acquisition of MPS is recorded as provisional; the period during which adjustments are permitted is limited to 12 months from the date of acquisition. No material changes are foreseen from previous publication.

Outlook
Marel expects modest organic revenue growth and increase in EBIT* between years.

The industry that Marel operates in has a history of 4-6% annual growth and it is expected that average annual growth will remain at that level in the long term. Marel’s aim is to continue to grow faster than the market by leveraging its market presence and with continuous investments in innovation.

Long term growth prospects for Marel are promising. Results may vary from quarter to quarter due to general economic developments, fluctuations in orders received and deliveries of larger systems.

Presentation of results, October 27, 2016

Marel will present its results at an investor meeting on Thursday, October 27, at 8:30 am (GMT), at the Com-pany’s headquarters at Austurhraun 9, Gardabaer. The meeting will also be webcasted at marel.com/webcast.

Publication days of Consolidated Financial Statements in 2017 and 2018
? 4th quarter 2016                                       February 8, 2017
? 1st quarter 2017                                       May 3, 2017
? 2nd quarter 2017                                      July 26,2017
? 3rd quarter 2017                                       October 25, 2017
? 4th quarter 2017                                       January 31,2018

Release of financial statements will take place after market closing on the aforementioned dates.

For further information, contact:
Audbjorg Olafsdottir, Corporate Director of Investor Relations and Communications, tel: (+354) 563 8626 / mobile: (+354) 853 8626.

Marel will release the company’s consolidated financial statement for Q3 2016 after market closing on October 26, 2016.

Marel hf. invites market participants and investors to a meeting where the financial results for Q3 2016 will be presented by Arni Oddur Thordarson, CEO and Linda Jonsdottir, CFO.
The presentation will be held on Thursday October 27, at 8:30 am (GMT), at the company's headquarters, Austurhraun 9, Gardabaer.

Please note that the meeting will also be webcast at www.marel.com/webcast.

Breakfast will be served from 8:00 am.

In attachment is  presentation from Q2 2016 Investor meeting.

Marel Q2 2016 Results
(All amounts in EUR)

Record revenue and robust operational performance

• ?  Revenue for Q2 2016 totaled 264.2m [Q2 2015: 218.3m]. On a pro forma basis, revenue in Q2 2015 was 253.1m. 
• ?  EBITDA for Q2 2016 was 48.4m or 18.3% of revenue [Q2 2015: Adj. EBITDA** 37.2m or 17.1% of revenue]. Pro forma  adj. EBITDA**  Q2 2015 was 47.7m or 18.9% of revenue.
• ?  EBIT* for Q2 2016 was 39.7m or 15.0% of revenue [Q2 2015: Adj. EBIT** 29.7m or 13.6% of revenue].    Pro forma adj.  EBIT** in Q2 2015 was 38.4m or 15.2% of revenue.
• ?  Net result for Q2 2016 was 22.1m [Q2 2015: 19.5m]. Earnings per share were 3.09 euro cents in Q2 2016 [Q2 2015: 2.71 euro cents].
• ?  Cash flow from operating activities before interest and tax in Q2 2016 was 43.7m [Q2 2015: 23.7m].  Net debt/EBITDA is 2.7x  at the end of Q2 2016. 
• ?  The order book was at 306.5m at the end of Q2 2016 compared with 340.0m at the end of Q1 2016 [Q2 2015: 165.9m].  On a pro forma basis at the order book at end of Q2 2015 was 272.4m.

Q2 2016 was a good quarter for Marel with record revenue of 264 million and 15.0% EBIT*. In the first half of the year Marel saw good performance and profitability. Pro forma revenue for 1H 2016 is 498 million with pro forma EBIT* of 15.1%. 

Order intake in Q2 2016 was at 231 million and year to date 485 million. Order intake of standard equipment and spare parts was strong across all industries. Market conditions for large greenfield projects in the meat and fish industries were soft in 1H while Marel Poultry has managed to secure several large projects in 1H 2016.    

Cash flow from operating activities was strong and Marel continues to invest in the business to prepare for future growth and full potential. Net debt/EBITDA is 2.7x which is within the range of the targeted capital structure.

Arni Oddur Thordarson, CEO:
“We are pleased with Marel’s second quarter results with record revenue and robust operational performance. Revenue is 264 million with 15.0% EBIT. 

In 2016 we have introduced a steady flow of new innovative solutions enabling poultry, meat and fish processors to advance their business further. The cash generated from operations is strong and we are investing in the business to improve premises, tools and processes to prepare for full potential and future growth. Despite the temporary spike in investments we have continued to deleverage and strengthen financials.  

Last year we saw significant organic revenue growth and increase in order intake, both for Marel and MPS.  Marel increased significantly revenue and profitability in first half of 2016 with MPS on board.  Long term growth prospects for Marel are promising while short term economic uncertainty has recently increased.  Our target for the year is modest organic growth and an increase in operating profit  between years.”  

Streamlining in Seattle concluded
In the first half 2015 Marel discontinued several activities such as High Speed Slicing and freezing. In the first half of 2016, Marel streamlined its operations in Seattle.  Revenue and order intake from discontinued operations are 15 million lower in 1H 2016 than for same period last year.

Marel is now focusing its onboard business on innovative and standardized solutions instead of customized ad-hoc solutions and is running the business with 50 less employees going forward.     

Markets

Marel is the leading global provider of advanced processing systems and services to the poultry, meat and fish industries. Marel has a commercially strong product portfolio stemming from its continuous focus on innovation and strategic acquisitions. During the first half of 2016, Marel has introduced various innovative solutions to the market that will continue to advance food processing and help Marel’s customers to increase value creation going forward. These projects are a mixture of new breakthrough innovations, product upgrades and incremental additions to existing machines and systems to maintain our competitive edge.

Order intake was at a strong level during the first half of 2016 across all industries and geographies and a good increase was seen in standard equipment and spare parts. Market activity has been strong in the poultry industry and Marel Poultry has secured several large projects in 1H 2016. Market conditions for large greenfield projects in the meat and fish industries have been softer during the same period. Long term growth prospects for Marel are promising while short term economic uncertainty has recently increased. 

Marel Poultry

Marel Poultry had an excellent start to the year, During the first half of 2016 Marel Poultry generated 271 million in revenue and EBIT of 47.8 million (17.6% of revenue). Marel Poultry accounted for 54% of Marel’s revenue in 1H 2016. Projects were well distributed geographically and between different product groups and sizes, including large projects in the U.S., Hungary and China.

Marel Fish

Marel Fish generated 63.4 million in revenue and EBIT of 3.1 million (4.9% of revenue) in the first half of 2016. Marel Fish accounted for 13% of Marel’s revenue in 1H 2016. Large projects were at a low level in the fish industry during 1H 2016. Marel Fish managed to secure milestone sales of FleXicut solutions during the period.

Marel Fish’s results are colored by streamlining actions in its onboard business in Seattle, which was concluded during Q2 2016 resulting in the reduction of 50 employees. Marel is shifting focus in its Seattle operations from customized ad-hoc solutions towards innovative high-end solutions to better serve fish processors in North America. This is a significant step towards a more streamlined and cost effective future operation in North America and is fully in line with Marel's strategy to be a full-line supplier to the poultry, meat, and fish industries. The step also represents Marel's continuous effort on refocusing its product portfolio to concentrate on areas of competitive advantage and to strengthen its market position.

Marel Meat

Marel Meat generated 159.9 million on a pro forma basis in revenue and EBIT* of 22.4 million (14.0% of revenue) in 1H 2016. Marel Meat accounted for 32.1% of Marel’s revenue in 1H 2016. Order intake and volume is at a good level and the pipeline is promising. Integration of Marel and MPS is on track and is going well. Sales teams have been trained to sell the whole product portfolio in meat, from primary processing to secondary processing and further processing. Marel, with MPS on board is a leading global provider in the primary and secondary processing of meat.

Financial items

Cash flow and investments

Marel returned a strong cash flow from operations with operational cash flow before interest and tax being 43.7 million for Q2 2016 compared with 23.7 million at Q2 2015.

Marel continues to invest in the business to prepare for future growth and full potential in line with previous communication. Investment activities are expected to be on average above depreciation level for the coming quarters. Net debt/EBITDA is 2.7x which is within the range of the targeted capital structure.

In Q2 2016, Marel sold 2.0 million treasury shares for a total amount of 2.1 million in order to fulfill its obligations according to employee stock option agreements. Marel now holds 18.1 million treasury shares.

Acquisition related items

Purchase price allocation in relation to the acquisition of MPS is recorded as provisional; the period during which adjustments are permitted is limited to 12 months from the date of acquisition. No material changes are foreseen from previous publication.

Outlook

Marel expects modest organic revenue growth and increase in EBIT* between years.

The industry that Marel operates in has a history of 4-6% annual growth and it is expected that average annual growth will remain at that level in the long term. Marel’s aim is to continue to grow faster than the market by leveraging its market presence and with continuous investments in innovation.

Long term growth prospects for Marel are promising while short term economic uncertainty has recently increased. Results may vary from quarter to quarter due to general economic developments, fluctuations in orders received and deliveries of larger systems.

Presentation of results, July 28, 2016

Marel will present its results at an investor meeting on Thursday, July 28, at 8:30 am (GMT), at the Company’s headquarters at Austurhraun 9, Gardabaer. The meeting will also be webcasted at marel.com/webcast.

Publication days of Consolidated Financial Statements in 2016

• 3^rd quarter 2016                         October 26, 2016
• 4^th quarter 2016                          February 1, 2017
• 1^st quarter 2017                           May 5, 2017
• 2^nd quarter 2017                         July 26,2017
• 3^rd quarter 2017                           October 25, 2017
• 4^th quarter 2017                           January 31,2018

Release of financial statements will take place after market closing on the aforementioned dates.

For further information, contact:

Audbjorg Olafsdottir, Corporate Director of Investor Relations and Communications, tel: (+354) 563 8626 / mobile: (+354) 853 8626.

Marel will release the company’s consolidated financial statement for Q2 2016 after market closing on July 27, 2016.

Marel hf. invites market participants and investors to a meeting where the financial results for Q2 2016 will be presented by Arni Oddur Thordarson, CEO and Linda Jonsdottir, CFO.
The presentation will be held on Thursday July 28, at 8:30 am (GMT), at the company's headquarters, Austurhraun 9, Gardabaer.

Please note that the meeting will also be webcast at www.marel.com/webcast.

Breakfast will be served from 8:00 am.

See attachments.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

9.5.2016

Kaup eða sala/Buy or Sell:

Sala/Sell

Tegund fjármálagernings / Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

2.011.800

Gengi/Verð pr. Hlut/Price:

146,98 ISK / 1,050 EUR

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

18.090.750

Dagsetning lokauppgjörs / Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskiptin eru til að mæta skilyrðum um framkvæmd kaupréttarsamninga / Transaction to fulfil obligations of stock option agreements.

The Board of Directors of Marel hf. resolved on 3 May 2016 to grant to the members of Marel’s Executive Team up to 2.2 million shares through stock option agreements.

The aim of the stock option agreements is to align long-term interests of senior management and of the Company. This is in accordance with the Company’s remuneration policy approved at Marel’s Annual General Meeting in March 2016. The stock options will be granted to all members of the Executive Team, including the CEO. All will receive the same number of options, 180,000, with the exception of the CEO who will receive 360,000.

Key terms and conditions of the agreements are as follows:

• The stock option agreements entitle purchase of shares at the base offering price of EUR 1.795 per share [1] that increases annually by 2% (hurdle rate). The exercise price shall be adjusted for any dividend payments made by the Company after the grant date.
• The options are allotted in three layers, so that the first 60% are exercisable in April 2019, the second 20% in April 2020 and the remaining 20% in April 2021. Exercise periods are two per year in April and October subject to disclosure of the Q1 and Q3 financials. Option holders can delay exercise of these options to 2022, when the agreements expire and all unexercised options are cancelled.
• Option holders are required to hold shares in value corresponding to 45% of the gross gain (before tax and brokerage fees) from exercising the options, whilst employed by Marel.

The total number of unexercised stock options granted by Marel hf., including this new stock option scheme, currently amounts to 11.5 million shares corresponding to approximately 1.6% of total issued share capital. The Company’s cost of the new share option scheme is estimated to be approximately EUR 660 thousand over the next 5 years based on the option pricing model of Black-Scholes.

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

[1] The exercise price is determined by the closing rate of Marel shares at NASDAQ OMX Iceland hf. on 3 May 2016, i.e. ISK 251.50 per share, calculated with the Central Bank of Iceland EUR/ISK mid-rate on that day; 140.12

Attached is the presentation from Investor meeting held April 26, 2016.

(All amounts in EUR)

Q1 2016: Pro forma financial results

• ? Revenue for Q1 2016 totaled 233.9m [Q1 2015: 244.1m of which discontinued operations were 6m].
• ? EBIT* was 35.2m or 15.1% of revenue for Q1 2016 [Q1 2015: Adj. EBIT** 35.2m 14.4%]. 
• ? The order book was at 339.9m at the end of the Q1 2016 [Q1 2015: 289.3m].

Pro forma financial results include MPS for the full quarter. Pro forma Q1 2016 is compared to pro forma Q1 2015 to show more representative future indicator than the consolidated accounts.

Order intake was robust and was on pro forma basis 254 million in the quarter. The order intake is well bal-anced both geographically and between product groups. Large Greenfields were secured in India, U.S., Brazil and Europe during the quarter. Cash flow and operational performance was strong and net debt/EBITDA is 2.9x at the end of the quarter, which is within the range of the targeted capital structure.

The year began on a good note for Marel with the operations of MPS positively impacting on profitability and performance. Pro forma revenue was 234 million with EBIT of 15%. Taking into account the order book and delivery time of projects to customers, increase is foreseen in revenue over the course of the year.

Management reaffirms guidance of modest organic revenue growth and increase in EBIT* between years compared with last year pro forma result of 977 million revenues and adjusted EBIT of 133 million. 
   
Q1 2016: Consolidated financial results 

• ? Revenue for Q1 2016 totaled 220.6m [Q1 2015: 209.3m].
• ? EBITDA for Q1 2016 was 38.2m or 17.3% of revenue [Q1 2015: Adj. EBITDA** 36.9m or 17.6%].
• ? EBIT* for Q1 2016 was 31.1m or 14.1% of revenue [Q1 2015: Adj. EBIT** 23.8m or 11.4% of revenue].
• ? Net result for Q1 2016 was 13.8m [Q1 2015: 12.6m]. Earnings per share were 1.93 euro cents in Q1 2016 [Q1 2015: 1.73 euro cents].
• ? Cash flow from operating activities before interest and tax in Q1 2016 was 27.9m [Q1 2015: 39.5m]. 
• ? The order book was at 339.9m at the end of the quarter compared with 178.0m at the end of Q1 2015 [Q4 2015: 180.9m].

Marel’s consolidated accounts include MPS for two months and are compared to Q1 2015 Marel stand alone.

Arni Oddur Thordarson, CEO:
“The year 2016 has kicked off well. I would like to welcome the MPS team on board. Our first steps as a united team are promising. We have maintained the momentum with excellent orders received in the quarter of 254 million, our operational results are strong with a pro forma EBIT of 15% and we enter the future with a record order book of 340 million.

We can already see the positive effect that MPS is having on our operations. We are now a full line provider of solutions and services in Poultry, Meat and Fish. Marel Meat is now accounting for 33% of total revenue with best in class profitability.
Taking into account the order book and the upcoming delivery time of projects to customers, we foresee an increase in revenues over the course of the year. We reaffirm our guidance of modest organic revenue growth and increase in operational results between years compared with the 2015 pro forma result of 977 million in revenue and adjusted EBIT of 133 million”.   

MPS is part of Marel’s official consolidated financial accounts since January 29, 2016. Integration of the two companies is on track. Marel provides pro forma financial results to help investors make comparisons of Marel’s operating results from one financial period to another. Pro forma results are considered a better future indicator than consolidated accounts and give better reflection of the underlying business performance.

Markets
Marel is the leading global provider of advanced processing systems and services to the poultry, meat and fish industries. Marel management has adjusted how it views and manages the business and serves the customer needs. Since January 1, 2016, further processing previously reported as an, industry, will operate as a business unit within Marel that works across Marel Poultry, Marel Meat and Marel Fish. Marel will focus on providing standard solutions as well as full line offerings throughout the value chain from primary and secondary processing through further processing.

The change from four to three operating industry segments does not have any impact on consolidated reve-nue, operational profit or net result.

Remko Rosman, former CEO of MPS has now joined the Executive Team of Marel as the new Managing Di-rector of Marel Meat. David Wilson, former Managing Director of Marel Meat will lead Marel’s activities in fur-ther processing as Managing Director.

Marel has a commercially strong product portfolio stemming from its continuous focus on innovation and strategic acquisitions. Marel has enjoyed success and growth in primary and secondary processing and will now focus on seizing the growth in the further processing of Poultry, Meat and Fish.

Marel Poultry
Marel Poultry had a good start to the year with record order intake. Marel Poultry generated 124.4 million in revenue and EBIT of 17.8 million (14.3% of revenue) in Q1 2016. Marel Poultry accounted for 53.2% of Marel’s revenue in the quarter. Projects were well distributed geographically and between different product groups and sizes, including large projects in the U.S. and Hungary. Primary and secondary processing is delivering good results while further processing is still lagging in profitability.

During Q1, Marel Poultry participated in the IPPE Show in Atlanta where the sale of the 500th SensorX bone detection system was signed and all the latest state of the art poultry processing systems were on display. Marel also participated in VIV MEA in Dubai during the quarter where Marel’s stand attracted customers from emerging markets.

Marel Fish
Marel Fish generated 31.5 million in revenue and EBIT of 2.3 million (7.4% of revenue) in Q1 2016. Marel Fish accounted for 13.4% of Marel’s revenue in the quarter. Order intake in salmon is in line with expectations while whitefish and on-board solutions are underperforming. Refocusing of onboard solutions in Seattle is ongoing.

Marel Fish exhibited all its latest solutions and equipment for the salmon industry at the Salmon ShowHow that was held in Progress Point, Denmark in February. Marel Fish also exhibited at the Seafood Expo North America in Boston and the CFIA in France during the quarter.

Marel Meat
Marel Meat includes MPS from January 29, 2016. In total, Marel Meat generated 76.5 million on pro forma basis in revenue and EBIT* of 13.6 million (17.8% of revenue) in Q1 2016. Marel Meat accounted for 32.7% of Marel’s revenue in Q1 2016. Order intake and volume is at a good level and the pipeline is promising. Marel with MPS on board is a leading global provider in the primary and secondary processing of meat. The plan is to step up investments in further processing to capture growth going forward.

During the quarter Marel Meat participated in the IPPE Show in Atlanta, Anuga in Germany, the CFIA exhibition in France and organized the 5th Meat ShowHow in Progress Point.

Financial items

Cash flow
Marel returned a healthy cash flow from operations with operational cash flow before interest and tax being 27.9 million for Q1 2016 compared with 39.5 million at Q1 2015. Cash flow fluctuates with timing of orders. Cash flow related to interest and finance costs are high due to payment of upfront fees and other fees related to refinancing. These fees are capitalized and amortized over the expected lifetime of the facility.

In Q1 2016, Marel sold 10.8 million treasury shares for a total amount of 16.3 million to shareholders and the employees of MPS, as part of the acquisition price. Marel now holds 20.1 million treasury shares.

Financing and reporting
In Q1 2016 Marel entered into a 670 million loan facility agreement with eight international banks: ING bank, Rabobank, ABN Amro,Nordea, HSBC, BNP Paribas, Landsbankinn and UniCredit Bank. The facility converts the previous facility into an all senior facility, extends the term to 2020 as well as provides funds for the acquisition of MPS.  As a result of the acquisition, net interest bearing debt increased during Q1 2016 and amounts to 486 million at the end of the quarter, compared with 161.7 million at the end of Q1 2015 ago. The balance sheet remains healthy and the total net leverage ratio is 2.9 at the end of Q1 2016 and remains below the targeted range of 3x Net debt/EBITDA.

As a result of the acquisition of MPS, approximately 245 million of goodwill is recognized. Furthermore, ap-proximately 200 million is recognized as intangible assets broken down into three main items, technology of approximately 54 million, customer relationships of approximately 118 million and order backlog of approxi-mately 24 million. The amortization of the purchase price allocation in Q1 2016 was 4.5 million: 2.9 million re-lated to the fair value lift up on the order backlog and1.7 million of amortization of identified intangible assets. The order backlog will be fully amortized mid-2017 and the other identified intangible assets will be amortized straight line over a 20 year period. The amounts recorded are provisional; the period during which adjustments are permitted is limited to 12 months from the date of acquisition.

Outlook
Management reaffirms guidance of modest organic revenue growth and increase in EBIT* between years compared with last year pro forma result of 977 million revenues and adjusted EBIT of 133 million.   

A commercially strong product portfolio and focused market approach together with tailwind in the market has driven strong revenue growth in recent quarters. The industry that Marel operates in has a history of 4-6% annual growth and it is expected that average annual growth will remain at that level in the long term. Marel’s aim is to continue to grow faster than the market by leveraging its market presence and with continuous in-vestments in innovation.

Mid- and long-term, the company believes its innovative products and global presence in the poultry, meat and fish segments will secure good growth and increased profitability. Results may vary from quarter to quarter due to general economic developments, fluctuations in orders received and deliveries of larger systems.

Presentation of results, April 26, 2016
Marel will present its results at an investor meeting on Tuesday, April 26, at 8:30 am (GMT), at the Company’s headquarters at Austurhraun 9, Gardabaer. The meeting will also be webcasted at marel.com/webcast.

Publication days of Consolidated Financial Statements in 2016

• ? 2nd quarter 2016   July 27, 2016
• ? 3rd quarter 2016   October 26, 2016
• ? 4th quarter 2016   February 1, 2017

Release of financial statements will take place after market closing on the aforementioned dates.

For further information, contact:
Audbjorg Olafsdottir, Corporate Director of Investor Relations and Communications, tel: (+354) 563 8626 / mobile: (+354) 853 8626.

Marel will release the company’s consolidated financial statement for Q1 2016 after market closing on April 25, 2016.

Marel hf. invites market participants and investors to a meeting where the financial results for Q1 2016 will be presented by Arni Oddur Thordarson, CEO and Linda Jonsdottir, CFO.
The presentation will be held on Tuesday April 26, at 8:30 am (GMT), at the company's headquarters, Austurhraun 9, Gardabaer.

Please note that the meeting will also be webcast at www.marel.com/webcast.

Breakfast will be served from 8:00 am.

At the Annual General Meeting of Marel hf. which took place at the company’s headquarters on  March 2, 2016 the following proposals were approved unanimously.

Below are the decisions of the Annual General Meeting (the “Meeting”):

1. The Consolidated Financial Statements and the Report of the Board of Directors and CEO for 2015 were approved.

2. Proposal on how to address the profit for the operational year 2015 was approved

The Meeting approved that a dividend of 1.58 euro cents per share will be paid for the operational year 2015. Based on the current number of outstanding shares, the estimated total dividend payment will be approximately €11.3 million euro, corresponding to approximately 20% of profits for the year. The company’s shares traded on and after 3 March 2016 (EX-Date) will be ex-dividend and the right to a dividend will be constricted to shareholders identified in the company´s shareholders registry at the end of 4 March 2016, which is the proposed record date. Payment date of the dividend is 23 March 2016.

3. Proposal on remuneration to board members for the year 2016 and of the Auditor for the year 2015 was approved

The Meeting approved that the remuneration to Board members for the year 2016 shall be as follows: the Chairman will receive €8,250 per month and other members of the Board of Directors will receive €2,750 per month. Members of sub-committees of the Board will further receive remuneration in the amount of €750 per month. The chairman of the audit committee receives remuneration in the amount of €2,750 per month. The remuneration will be paid on the 15th day of each month. The Meeting approved that the Auditor’s fees will be paid against their invoices approved by the Company.

4. The Company’s Remuneration Policy was approved

It is as follows:

The Remuneration Policy of Marel hf. and its subsidiaries (the “Company”), is designed to attract, motivate and retain exceptional employees in a competitive and international market. The policy reflects the Company’s objectives for good corporate governance as well as sustained long-term value creation for shareholders.

The Remuneration Policy applies to the Company’s senior management, including its Executive Team and Board of Directors.

Executive Team Remuneration

The remuneration of Marel’s Executive Team is proposed by the Remuneration Committee and subsequently approved by the Board of Directors. It is evaluated annually against performance and a benchmark of international companies, which in size and complexity are similar to Marel. Benchmark information is obtained from internationally recognized compensation service consultancies. 

Total remuneration shall be comprised as follows:

• A fixed base salary, set at a level aimed at attracting and retaining executives with professional and personal competences required to drive the Company’s performance.
• Short-term incentives, based on the achievement of a number of individual, pre-defined financial and strategic business targets approved by the Board of Directors. Short-term incentives cannot exceed 40% of the fixed base salary, and are partly related to financial targets and partly to non-financial, strategic business targets. Short-term incentive payments are subject to recovery, provided that they have clearly been based on data, which proved to be manifestly misstated, false or mis­leading.
• Long-term incentives in the form of stock options, promoting a balance between short-term achievements and long-term thinking. The Company’s stock option program is further specified below.
• Pension contributions, made in accordance with applicable laws and employment agreements.
• Severance payments in accordance with termination clauses in employment agree­ments. Severance payments shall comply with local legal framework.

Long Term Incentive Stock Option Program

Marel has implemented stock option programs with the objective of aligning interests of the executive management and selected key employees with the long-term goals of the Company and its shareholders.

The Company’s stock option program is designed with the intention of providing program participants with annual stock options for which the calculated estimated future gain equals up to a maximum of 20% of annual based salary at the date of issue.  The stock options plan is long term for five to seven years with the first vesting time three years. Exercise price is adjusted annually with a hurdle rate as well as future dividend payments.

The Company’s stock option program does not include any commitments for future issues and can be cancelled at any time. The program shall be reassessed annually and the structure of future issues can be changed, subject to shareholders’ approval. 

Board of Directors

Members of the Board of Directors shall receive a fixed, monthly payment in accordance with the decision of the Annual General Meeting of the Company. The Board shall submit a proposal on the fee for the upcoming operating year, taking into account the extent of responsibilities and time commitment, the results of the Company and benchmark data on fees paid by European peer companies, which in size and complexity are similar to Marel.

Board members are not offered stock options or participation in incentive schemes. 

Individual board members may take on specific ad hoc tasks outside their normal duties assigned by the Board. In each such case, the Board may determine a fixed fee for the work carried out related to those tasks, which shall be disclosed in the Company’s annual financial statements.

Disclosure of Information

Information on the total remuneration of members of the Company’s Board of Directors, Executive Team and senior management accountable for more than 10% of the assets or earnings of the Company, shall be disclosed in the Company’s annual financial state­ments. This includes any deferred payments and extraordinary contracts during the preceding financial year. 

Approval of the Remuneration Policy

This Remuneration Policy shall apply to all future employment agreements with members of Company’s Executive Team and Board of Directors.

The Remuneration Policy is binding for the Board of Directors as regards its provisions on stock options. In other respects, the Remuneration Policy shall be of guidance for the Board. Any departure from the policy shall be recorded and reasoned in the Board’s minutes.

This Remuneration Policy has been approved by the Board of Directors of Marel hf. in accordance with article 79a of the Icelandic Companies Act No. 2/1995, taking into consider­ation the NASDAQ OMX Iceland Rules for Issuers of Financial Instruments and the Icelandic Guidelines on Corporate Governance. The Remuneration Policy is reviewed annually and shall be approved by the Company’s Annual General Meeting, with or without amendments. 

The Company’s Remuneration Policy shall be published on its website.

5. Election of Board of Directors

The Board’s proposal that seven Directors will be elected to serve on the Board of Directors of the Company was approved by the Meeting.

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

Ann Elizabeth Savage, Spalding, UK

Arnar Thor Masson, Reykjavik, Iceland

Asthildur Margret Otharsdottir, Reykjavik, Iceland

Astvaldur Johannsson, Reykjavik, Iceland

Helgi Magnusson, Seltjarnarnes, Iceland

Margret Jonsdottir, Seltjarnarnes, Iceland

Olafur S. Gudmundsson, Princeton, US

6. Election of auditors

The Meeting approved that the auditors KPMG ehf. will be the Company’s auditors.

7. Proposal to grant authorization to the Board of Directors to purchase treasury shares in the Company was approved

The Meeting approved an authorization for the Company to acquire up to 10% of its own shares. Requirements pursuant to Article 55 of the Icelandic Companies Act No. 2/1995 shall be taken into consideration when own shares are purchased on the basis of this authorization.

This authorization is effective for the next 18 months from approval. Earlier authorization shall be withdrawn.

Marel’s Annual General Meeting (AGM) was held at the company’s headquarters in Gardabaer, Iceland, on March 2, 2016. All proposals presented by the Board were unanimously approved by the meeting.

Chairman’s address

Asthildur Margret Otharsdottir, Chairman of Marel´s Board of Directors discussed Marel’s powerful growth drivers during her presentation. Population growth, urbanization, sustainability and environment are all trends that will drive global economic development in the future and benefit Marel´s business directly. She then summarized Marel’s performance and main achievements during 2015 including the successful completion of the refocusing program “Simpler, Smarter, Faster” and the MPS acquisition.

The chairman talked about the proposal to pay out dividend, corresponding to 20% of net profits for the operational year 2015. “The Board of Directors is pleased to propose to the Annual General Meeting today that a dividend of € 11.3 million is paid to shareholders, corresponding to 20% of net profits. This is fully in line with our dividend policy” she said.

Asthildur also talked about the challenges that face Marel, consumers and companies worldwide today. “The colossal social challenge of fulfilling rising consumption demands in an environmentally, economically and socially sustainable way represents a wealth of opportunities for Marel and its customers. Our job is to work with our customers on finding innovative ways of minimizing waste in the production process and new technologies to enable more and higher quality food production with less use of scarce resources. In 2015, we set out to sharpen our vision, values and brand identity as well as formalize our approach to corporate Social responsibility”, she said.

CEO’s address

“2015 was a great year for Marel. It was a year of profitable growth and strategic moves. We successfully concluded our two year refocusing program and we enhanced Marel’s position as a full line provider to the poultry, meat and fish industries with the acquisition of MPS meat processing system. We managed to engage even better with our customers while refocusing, resulting in a 15% increase in revenue with €100 million in operating profits in 2015 compared with €49 million in 2014.” said Arni Oddur Thordarson CEO of Marel in his address to the company’s AGM. Arni then talked about the successful conclusion of the refocusing program “Simpler, Smarter Faster.”

Arni then talked about the strategic move that was taken in 2015 with the acquisition of MPS meat processing systems. “This action is fully in line with Marel’s strategy of providing full line solutions to the poultry, meat and fish industries. Arni also talked about the changes in Marel’s corporate identity that was launched today, but now all 4,600 employees of Marel worldwide are united under one clear and strong Marel brand with one logo and redefined vision. Finally Arni also talked about the changes that were announced in Marel´s organizational structure and Executive Team earlier today. The changes will simplify and clarify the market approach and position Marel for future growth and success.

Marel’s management is redefining how it views and manages the business and serves the customer needs and will from now on report sales and operational results in poultry, meat and fish industries. Further Processing will operate as a business unit within Marel that works across all aforementioned industries. Marel Poultry, Marel Meat and Marel Fish will focus on standard solutions as well as full line offering throughout the process from primary, secondary, and further processing.   

Confirmation of annual accounts

The Company’s Consolidated Financial Statements and the Report of the Board of Directors and CEO were approved unanimously by the meeting. All proposals presented were unanimously approved by the meeting.

Board of Directors

All seven directors on the Board of Marel were re-elected unanimously. The board consists of: Astvaldur Johannsson, Olafur Gudmundsson, Arnar Thor Masson, Ann Elizabeth Savage, Asthildur Margret Otharsdottir, Helgi Magnusson and Margret Jonsdottir

The new Board of Directors has convened and assigned roles and responsibilities. Asthildur Margret Otharsdottir continues as Chairman of the Board and Arnar Thor Masson, as the Vice-Chairman of the Board.

More information available on Marel.com

More information about the Annual General meeting is available on Marel.com and on information page for the AGM at http://www.marel.com/agm

Marel hf. has published its Annual Report for 2015.The report is only available as a web version. The complete report along with videos, interactive graphs and other information can be accessed here  and at marel.com. 

Today, Marel announces changes in its Executive Team, organizational structure, and corporate identity. The changes will simplify and clarify the market approach and position Marel for future growth and success.

Marel is the leading global provider of advanced processing systems and services to the poultry, meat and fish industries. Marel management is redefining how it views and manages the business and serves the customer needs and will from now on report sales and operational results in poultry, meat and fish industries. Further Processing will operate as a business unit within Marel that works across all aforementioned industries. Marel Poultry, Marel Meat and Marel Fish will focus on standard solutions as well as full line offering throughout the process from primary, secondary, and further processing.    

Marel has a commercially strong product portfolio stemming from its continuous focus on innovation and strategic acquisitions. Marel has enjoyed success and growth in primary and secondary processing and will now seize to capture growth in the further processing of poultry, meat and fish. This is in line with Marel’s strategy of being full line provider and with its vision to partner with customers to transform the way food is produced in a sustainable way. Unity, Innovation and Excellence are Marel’s values.   Poultry, Meat and Fish are united under common Marel brand, with one Marel logo, tag line and a redefined vision and set of values.   

The following changes have been made to Marel’s Executive Team:

Meat: Remko Rosman, CEO of MPS meat processing system, which was acquired by Marel in January, will join the Executive Team as the new Managing Director of Marel Meat. Decisive steps will be taken in integration of the two companies to strengthen the market approach and utilize full potentials of being full line provider. A migration plan is in place to fully merge the branding of the two companies under the Marel brand and logo. This will be finalized in January 2017.  

Further Processing: David Wilson, former Managing Director of Marel Meat will lead Marel’s activities in further processing as Managing Director.  Marel announced, with its full-year 2015 annual results, that operational results were unacceptable in Further Processing and streamlining and step up in investments in innovation were needed to strengthen the position in that part of the value chain.   David Wilson has lead transformation of Marel meat in recent years with good success and established Marel as key player in the secondary processing of meat that will now be integrated with MPS, the global leader in primary processing of meat.  Gerrit den Bok who has been in charge of Marel’s Further Processing industry is leaving Marel.

Commercial:Commercial function works across all industries and leads the Regional Management, Service and Product management in Marel.  To simplify its structure it has been decided to combine roles and responsibilities within Commercial´s management.  Petur Gudjonsson will now lead Commercial and   Sigsteinn P. Gretarson, EVP Commercial is leaving the company. 

Árni Oddur Þórðarson, CEO of Marel:

“Marel has enjoyed good growth and success in recent years. We live in a dynamic world, where Marel is serving the basic consumption needs of the fast growing population.  We are now streamlining the organization to serve better our customers’ needs. 

I want to welcome Remko Rosman as the new Managing Director for Marel Meat and a new member of our Executive Team. I have high expectations of his leadership and experience which will undoubtedly benefit Marel.  

We are delighted that David Wilson has agreed to lead the changes in further processing. David has a proven track record within Marel where he restored profitability in the Meat organization and was instrumental in the acquisition of MPS. There are significant growth opportunities in further processing and we will continue to focus on innovation and further investments to be able to harvest this opportunities, now under the leadership of David Wilson.      

Petur Gudjonsson, has lead great transformation from former Global Sales and Service units into more industry focused approach around the globe.  Marel is a global company with sales and service units in more than 30 countries and as EVP Commercial he will lead Regional management, product management and services.    

I want to thank Gerrit den Bok and Sigsteinn P. Gretarsson for their long service and valuable contribution to Marel and wish them success in their future endeavors”.

Marel’s Annual General Meeting will be held today, March 2, where the organizational changes will be presented in more detail.

Below is a list of candidates for the Board of Directors of Marel hf. at the Annual General Meeting, to be held at the Company's headquarters at Austurhraun 9, Gardabaer, Iceland, Wednesday 2 March 2016, at 16:00:

Ann Elizabeth Savage, Spalding, UK
Arnar Thor Masson, Reykjavik, Iceland
Asthildur Margret Otharsdottir, Reykjavik, Iceland
Astvaldur Johannsson, Reykjavik, Iceland
Helgi Magnusson, Seltjarnarnes, Iceland
Margret Jonsdottir, Seltjarnarnes, Iceland
Olafur Gudmundsson, Princeton, New Jersey, U.S.

Further information about each of these candidates will be available on the Information Page for the Annual General Meeting 2016 on the Company´s website: http://www.marel.com/agm, no later than 2 days prior to the Meeting.

The deadline for declaring candidature has now passed.

According to the current Articles of Association of the Company, the Board of Directors
shall be comprised of 5 to 7 members. Consequently, the above seven candidates will be elected to the Board without ballot at the meeting.

Please find hereby attached the final agenda and proposals to the Annual General Meeting of Marel, to be held Wednesday 2 March  2016 at 16:00.

 Notice to submit proposals or matters to be considered by the meeting has passed, as per Clause 4.20 of the Articles of Association of Marel hf.

 Further information can be found at the company’s website: http://marel.com/agm

See attachment.

See attachment.

The Annual General Meeting of Marel hf. will be held at the Company‘s headquarters at Austurhraun 9, Gardabaer, Iceland, on Wednesday, 2 March 2016 at 16:00.

Agenda:

• Annual General Meeting matters as provided for in Article 4.13 of the Company‘s Articles of Association.
• Report on the execution of remuneration policy.
• Proposal on a renewed authorization for the Company to buy own shares.
• Any other business, lawfully presented.

The meeting will be conducted in English.

In particular, it should be noted that candidatures for the Board of Directors shall be submitted in writing to the Board of Directors at least five full days prior to the meeting, i.e. before Friday 26 February at 16:00 pm (GMT).

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 21 February at 16:00 pm (GMT).

On the Company’s AGM website www.marel.com/agm further information in relation to the Annual General Meeting 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, the Company's annual statements for the year 2015, information on the total number of shares and voting rights as of 9 February 2016, proxy template, 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 seven days prior to the meeting, both on the aforementioned AGM webpage of the Company as well as at the Company‘s offices at Austurhraun 9, Gardabaer, Iceland.

Agents of shareholders shall submit written proxies at the entrance of the meeting. Ballots and other applicable documents will be available at the venue of the meeting as of 15:30 on the day of the meeting.

The Board of Directors of Marel hf.

Attached is the presentation from Investor meeting held February 4, 2016

Marel Q4 and full year 2015 Results
(All amounts in EUR)

Q4 2015 - Solid performance and MPS acquisition 
 

• Revenue for Q4 2015 totaled 201.9m [Q4 2014: 200.0m].
   
•  Adjusted* EBITDA for Q4 2015 was 30.0m or 14.9% of revenue [Q4 2014: 28.1m]. EBITDA was 23.6m or 11.7% of revenue [Q4 2014: 21.0m].
   
• Adjusted EBIT for Q4 2015 was 22.2m or 11.0% of revenue [Q4 2014: 16.1m]. EBIT was 14.6m or 7.2% of revenue [Q4 2014: 8.5m]. 
   
• Net result for Q4 2015 was 9.9m [Q4 2014: 3.0m]. Earnings per share were 1.40 euro cents in Q4 2015 compared with 0.41 euro cents in Q4 2014.
   
• Cash flow from operating activities before interest and tax in Q4 2015 was 26.9m [Q4 2014: 32.7m].
   
•  The order book was at 180.9m at the end of the quarter compared with 187.7m at the end of Q3 2015 [Q4 2014: 174.9m].

Full year 2015 - Adjusted EBIT 100 million, 12.2% of sales

•  Revenue for 2015 totaled 818.6m, an increase of 14.9% compared with previous year [2014: 712.6m].
   
• Adjusted EBITDA was 135.7m or 16.6% of revenue compared with 83.7m and 11.7% for 2014. EBITDA was 120.8m or 14.8% of revenue [2014: 66.7m and 9.4%].
   
• Adjusted EBIT was 99.9m or 12.2% of revenue compared with 48.8m and 6.8% for 2014. EBIT was 81.6m or 10.0% of revenue [2014: 29.2m and 4.1%]. 
   
• Net result for 2015 was 56.7m [2014: 11.7m]. Earnings per share were 7.93 euro cents compared with 1.60 euro cents in 2014.
   
• Cash flow from operating activities before interest and tax was 119.7m [2014: 102.2m]. Net interest bearing debt at the end of the year 2015 was 142.8m compared with 174.3m at the end of 2014.

Marel achieved 15% revenue growth in 2015. Revenue was 819 million with 12.2% adjusted EBIT or 100 million compared with 49 million in 2014 (6.8%). Net profit for 2015 is 57 million compared with 12 million last year. Cash flow and operational performance was strong leading to net debt/EBITDA at 1.05 at the end of the year compared with 2.08 at the end of 2014. Marel is entering the year 2016 with order book of 181 million compared with 175 million at the beginning of 2015. 

Marel closed the acquisition of MPS on January 29, 2016. The purchase price is 382 million on a debt and cash-free basis. Preliminary numbers from MPS’ operation show revenue of 158 million in 2015 and EBITDA of 41 million. Orders received were strong and totaled 190 million and MPS enters 2016 with order book of 140 million.

Marel has finalized long term all senior financing of an approximately 670 million with final maturity in November 2020. The financing is at favorable terms in line with Marel´s financial strengths and current market conditions. Initial interest terms are EURIBOR/LIBOR plus a margin of 275 basis points which will vary in line with Marel’s leverage ratio (Net debt/EBITDA) at the end of each quarter. Opening leverage post MPS acquisition is below 3x Net debt/EBITDA.

Marel’s earnings per share (EPS) in 2015 are 7.93 euro cents compared with 1.60 euro cents for 2014. The acquisition of MPS is expected to be highly accretive and will enhance EPS going forward. The Board of Directors will propose to the 2016 Annual General Meeting that dividend of 1.58 euro cent per outstanding share will be paid for 2015, corresponding to 11.3 million or approximately 20% of net profit for the year.

Pro-forma revenue for combined Marel and MPS in 2015 is 977 million with estimated adjusted EBIT of 133 million. Pro-forma order book is around 320 million entering 2016 compared with 280 million at the beginning of the year 2015. Management expects modest organic revenue and EBIT growth in 2016 compared with 2015 on pro-forma basis, before purchase price allocation in relation with the acquisition.

Arni Oddur Thordarson, CEO: 

“2015 was a great year for Marel. We successfully concluded our two year refocusing program, rationalizing the product portfolio, optimizing our manufacturing footprint and streamlining the operation. We managed to engage even better with our customers while refocusing, resulting in a 15% increase in revenue with 100 million in operating profits in 2015 compared with 49 million in 2014.  

With the acquisition of MPS we further enhanced Marel’s position as a global leading provider of advanced systems and services to the poultry, meat and fish industries. In many ways we are now taking similar steps in the meat industry as were taken eight years ago in the poultry industry with the Stork acquisition, which stimulated organic growth and value creation for customers and shareholders.

Parallel to the acquisition of MPS we secured long term stable financing for the whole company that will support operational and financial flexibility going forward. We appreciate the continued trust from the banks that are supporting Marel as the consolidator in the industry.

MPS is concluding a great year just like Marel. Combined revenues last year were 977 million with adjusted EBIT of 133 million. After a period of strong growth, we expect modest organic growth in revenues and operating performance in 2016”.  

Simpler, Smarter, Faster refocusing program

The two year Simpler, Smarter, Faster refocusing program was successfully completed in 2015 resulting in increased sales, improved operational and net profits and strong cash flow. The focus will now shift towards full potential program with the aim of further operational improvements, continuous innovation and focused investments to improve the business and support future growth and value creation.

During the two year refocusing program Marel managed to streamline the general business, refocus its product portfolio, optimize the manufacturing footprint and at the same time invest in further growth through innovation and advanced business tools. During the program the manufacturing footprint was reduced from 19 to 9 location and employees were reduced by 200 while at the same time revenue increased.

From the beginning of the refocusing program, taking into account the proceeds from sales of operations, the total cash-out cost of the refocusing program is estimated at 16 million, with 35 million P/L effect for the same period, thereof 4.3 million in Q4 2015.The refocusing cost in Q4 2015 is mainly due to manufacturing optimization and the transfer of manufacturing activities from Des Moines to Gainesville that were completed before year-end 2015.

Further streamlining of operations will take place in 2016 such as the streamlining of the operation in Seattle, U.S and in Marel’s further processing segment, where the focus is on supporting poultry, meat and fish customers in further value creation. 

Marel becomes a full-line supplier to the meat industry

Marel announced the closing of its acquisition of MPS meat processing systems on January 29, 2016. The purchase price is 382 million on a debt and cash-free basis. Agreement of the acquisition was announced on November 21, 2015 and the closing was subject to anti-trust approvals that were obtained without reservation in January 2016.

United, the two companies will be at the forefront in developing full-line solutions and equipment for the meat processing industry. They have a good strategic and cultural fit with a highly complementary product portfolio and geographic presence, creating a strong platform to enhance further growth.

MPS is a leader in primary processing solutions for the pork and beef industry as well as in innovative solutions in water treatment and food logistics. Under the leadership of MPS’ management, MPS has shown solid growth and profitability in recent periods. MPS has one of the largest installed bases in the industry and a large global base of customers.

The MPS acquisition enhances Marel’s position as a leading global provider of advanced systems and solutions to the poultry, meat and fish industries and is fully in line with the company’s previously announced growth strategy. This step will contribute to a more balanced revenue split between industry segments and geographies. On a pro-forma basis Marel’s meat segment will now contribute close to 30% of revenue and EBITDA of Marel.

Preliminary MPS results show revenue of 158 million in 2015 and EBITDA of 41 million. MPS accounts are based on Dutch GAAP and will be transferred to IFRS in the first half of 2016. The results of 2016 will be affected by Purchase Price Allocation which involves allocating the purchase price to various balance sheet items including intangible assets. Orders received at MPS were strong and amounted to 190 million resulting in order book of close to 140 million at the end of the year.

Pro forma revenue for combined Marel and MPS is 977 million with estimated adjusted EBIT of 133 million. Combined order book is estimated around 320 million entering 2016 compared with around 280 million at the beginning of the year 2015.

Marel’s advisory cost associated with the MPS acquisition is 3.3 million and is fully accounted for in Q4 2015 results of Marel.

Outlook

Combined pro-forma revenues of Marel and MPS last year were 977 million with adjusted EBIT of 133 million. After a period of strong growth, Marel expects modest organic growth in revenues and operating performance in 2016 compared with 2015 on pro-forma basis, before purchase price allocation in relation with the acquisition.

A commercially strong product portfolio and focused market approach together with tailwind in the market has driven strong revenue growth in recent quarters. The industry that Marel operates in has a history of 4-6% annual growth and it is expected that average annual growth will remain at that level in the long term. Marel’s aim is to continue to grow faster than the market by leveraging its market presence and with continuous investments in innovation.

In the mid- and long-term, the company believes its innovative products and global presence in all segments will secure good growth and increased profitability. Results may vary from quarter to quarter due to general economic developments, fluctuations in orders received and deliveries of larger systems.

Presentation of results, February 4, 2016
Marel will present its results at an investor meeting on Thursday, February 4, at 8:30 am (GMT), at the Company’s headquarters at Austurhraun 9, Gardabaer. The meeting will also be webcasted at marel.com/webcast.

Publication days of Consolidated Financial Statements in 2016
 

• ? 1st quarter 2016   April 25, 2016
• ? 2nd quarter 2016  July 27, 2016
• ? 3rd quarter 2016   October 26, 2016
• ? 4th quarter 2016   February 1, 2017

Release of financial statements will take place after market closing on the aforementioned dates.

For further information, contact:

Audbjorg Olafsdottir, Corporate Director of Investor Relations and Communications, tel: (+354) 563 8626 / mobile: (+354) 853 8626.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

29.01.2016

Kaup eða sala/Buy or Sell:

Sala/Sell

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

10.800.000

Gengi/Verð pr. Hlut/Price:

213 ISK

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

20.102.550

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli samnings við hluthafa og stjórnendur MPS meat processing systems („MPS“) í tengslum við kaup Marel á MPS, sbr. tilkynningar Marel sem birtar voru 21. nóvember 2015 og 29. janúar 2016.

Transaction made on the basis of an agreement with shareholders and managers of MPS meat processing systems („MPS“) in relation to Marel‘s acquisition of MPS, as per the Company’s announcements on 21 November 2015 and 29 January 2016.

Marel today announces that it has closed its acquisition of MPS meat processing systems (MPS). 

On November 21, 2015 Marel announced that the company had entered into an agreement to acquire MPS meat processing systems. The purchase price is EUR 382 million on a debt and cash-free basis. 

The closing of the acquisition was subject to anti-trust approvals that have now been obtained without reservation. As a result, all the conditions for the acquisition have been satisfied and the transaction has been closed today, January 29, 2016.

Marel successfully completes the refinancing of its long term funding

As previously announced on November 21, 2015, parallel to the acquisition of MPS, Marel entered into an approximately EUR 670 million all senior long term financing agreement at favorable terms in line with current market conditions. The all senior loan facilities, which have now replaced the prior senior/junior structure, include a EUR 343 million term loan, a USD 105 million term loan as well as a EUR 225 million revolving credit facility. The loans mature in November 2020. Current interest terms are EURIBOR/LIBOR plus a margin of 275 basis points which will vary in line with Marel’s leverage ratio (Net debt/EBITDA) at the end of each quarter. ABN Amro, ING and Rabobank acted as Book-runner Mandated Lead Arrangers.

This financing provides Marel with strategic and operational flexibility to support growth and value creation going forward. The financial position of Marel remains strong and the leverage ratio is estimated to be in line with the targeted capital structure of the company.

In relation to the closing of the acquisition, existing MPS shareholders, including MPS management, invest approximately EUR 16 million of their proceeds in Marel shares with a lock-up period of 18 months from the date of closing. The number of shares they acquire is 10.8 million for the price of 213 ISK per share or equivalent to EUR 1.51 per share.

Marel becomes a full-line supplier to the meat industry

United, the two companies will be at the forefront in developing full-line solutions and equipment for the meat processing industry. They have a good strategic and cultural fit with a highly complementary product portfolio and geographic presence, creating a strong platform to enhance further growth.

MPS is a leader in primary processing solutions for the pork and beef industry as well as in innovative solutions in water treatment and food logistics. Under the leadership of MPS’ management, MPS has shown solid growth and profitability in recent periods. Based on preliminary figures, MPS’s revenues and EBITDA for the full year 2015 are slightly above the guidance communicated on November 21, 2015. MPS has one of the largest installed bases in the industry and a large global base of customers.

The MPS acquisition enhances Marel’s position as a leading global provider of advanced systems and solutions to the poultry, meat and fish industries and is fully in line with the company’s previously announced growth strategy. This step will contribute to a more balanced revenue split between industry segments and geographies. On a pro-forma basis Marel’s meat segment will now contribute to approximately 30% of revenue and EBITDA of Marel. 

Marel's advisory cost associated with the MPS acquisition is EUR 3.3 million and is fully accounted for in Q4 2015 results of Marel. The acquisition as well as Marel’s new long term financing will be further introduced on the Investor meeting on February 4, 2016 at 8:30 GMT, where the financial results for the year 2015 will be presented.

Marel will release the company’s consolidated financial statement for 2015 after market closing on February 3, 2016.
Marel hf. invites market participants and investors to a meeting where the financial results for 2015 will be presented by Arni Oddur Thordarson, CEO, and Linda Jonsdottir, CFO.

The presentation will be held on Thursday, February 4, at 8:30 am (GMT), at the company's headquarters, Austurhraun 9, Gardabaer.

Please note that the meeting will also be webcast. : www.marel.com/webcast

Breakfast will be served from 8:00 am.

Publication days of Consolidated Financial Statements in 2016

• 4th quarter 2015                          February 3, 2016
• Annual General Meeting              March 2, 2016
• 1st quarter 2016                           April 25, 2016
• 2nd quarter 2016                         July 27, 2016
• 3rd quarter 2016                          October 26 2016
• 4th quarter 2016                          February 1, 2017

Release of financial statements will take place after market closing on the aforementioned dates.

Attached is the presentation from investor meeting November 23, 2015

Marel invites market participants to a meeting where Arni Oddur Thordarson, CEO, Linda Jonsdottir, CFO and Arni Sigurdsson, Head of Strategy and Development will present the company’s acquisition of MPS meat processing systems.

The presentation will be held on Monday November 23, at 16:00 (GMT), at the Hotel Hilton Nordica, Sudurlandsbraut 2, Reykjavík.
 

Marel has agreed to acquire MPS meat processing systems for €382 million on a debt and cash-free basis. Parallel to the acquisition Marel has entered into an agreement of long term financing for the total Marel group for the amount of close to €670 million at favorable terms and conditions.

MPS is a global leader in primary processing solutions for the meat industry. The two companies have a great strategic and cultural fit with highly complementary product portfolios and geographic presence, creating a strong platform to enhance further growth.

The acquisition enhances Marel’s position as the leading global provider of advanced equipment and solutions to the poultry, meat and fish industries and is fully in line with the company’s previously announced growth strategy. This step will support Marel’s full line offering in the meat processing industry and contribute to more balanced revenue split between industry segments and geographies. On a pro-forma basis Marel’s meat segment will contribute to around 30% of revenue and EBITDA of Marel following the acquisition. 

MPS meat processing systems
MPS is a leader in primary processing solutions for the pork and beef industry as well as in innovative solutions in water treatment and food logistics. Under the leadership of MPS’s management MPS has shown solid growth and profitability in recent periods and it is estimated that 2015 revenue will be close to €150 million and EBITDA close to €40 million. MPS has one of the largest installed bases in the industry and a large global base of customers. MPS is headquartered in the Netherlands and has around 670 employees. The main production sites of MPS are in the Netherlands and in China and it has a strong sales and service network around the globe.

Arni Oddur Thordarson CEO of Marel:
“MPS is a great complementary fit with Marel. We know each other well as we have been partners in several projects in the meat industry around the globe, where MPS has been delivering innovative and automated primary processing solutions and Marel has been delivering the secondary processing solutions with overarching software solutions. Together the companies are stronger and in the position to deliver full line solutions to Meat processors around the world.  

The acquisition is fully in line with Marel’s strategy to be at the forefront of delivering full line solutions to the Poultry, Meat and Fish industries globally. The combination of MPS and Marel is in many ways similar to the combination of Stork Food Systems and Marel, 8 years ago that has stimulated organic growth and resulted in great solutions and value to Marel’s customers and shareholders”

Remko Rosman CEO of MPS meat processing system:
“We are excited to become a part of Marel and find a long-term home for MPS and its employees. The complementary nature of our products and footprint and the strength of our combined brands enhance scale and full line offering. Marel and MPS have played an important role in defining the food processing industry and together we will be better positioned to invest in growth and innovation to add value to our current and future customers."

Completion of the acquisition
The completion of the acquisition is subject to anti-trust approvals and closing is expected to take place in the first quarter of 2016. Both Remko Rosman,CEO of MPS and David Wilson, Managing Director, Marel meat are instrumental for the future of Marel.

Existing MPS shareholders, including MPS management will invest around €16 million of their proceeds in Marel shares with a lock-up period of 18 months from the date of closing. The number of shares they will buy is 10.8 million for the price of 213 ISK per share.

Long term financing for Marel secured
Parallel to the acquisition Marel has secured long-term senior financing arranged by Rabobank. The approximately €670 million senior loan facilities has maturity in November 2020 and its terms and structure in line with current market conditions.

The financing provides Marel with strategic and operational flexibility to support growth and value creation going forward.  
The financial position of Marel will remain strong and leverage (Net debt/EBITDA) ratio is estimated to be in line with the targeted capital structure of the company.

Investor meeting:

Marel will hold a meeting for analysts, media and investors on Monday, November 23, at 16:00 pm (GMT).

For further information, contact:
Audbjorg Olafsdottir, Corporate Director of Investor Relations and Communications, tel: (+354) 563 8626 / mobile: (+354) 853 8626.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

13.11.2015

Kaup eða sala/Buy or Sell:

Sala/Sell

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

816.000

Gengi/Verð pr. Hlut/Price:

148,26 ISK / 1,051 EUR

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

30.902.550

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskiptin eru til að mæta skilyrðum um framkvæmd kaupréttarsamninga / Transaction to fulfill obligations of stock option agreements

See attachment:

• ? Revenue for Q3 2015 totaled 189.1m [Q3 2014:187.9m].
   
• ? Adjusted EBITDA* for Q3 2015 was 31.6m or 16.7% of revenue [Q3 2014: 25.9m]. EBITDA was 29.7m or 15.7% of revenue [Q3 2014: 24.6m].
   
• ? Adjusted EBIT* for Q3 2015 was 24.2m or 12.8% of revenue [Q3 2014: 17.4m]. EBIT was 22.2m or 11.7% of revenue [Q3 2014: 16.1m]. 
   
• ? Net result for Q3 2015 was 14.7m [Q3 2014: 9.8m]. Earnings per share were 2.07 euro cents in Q3 2015 compared with 1.34 euro cents in Q3 2014.
   
• ? Cash flow from operating activities before interest and tax was 29.7m [Q3 2014: 29.7m]. Net interest bearing debt was 150.3m [Q3 2014: 191.3m].
   
• ? The order book was at 187.7m at the end of the quarter compared with 165.9m at the end of Q2 2015 [Q3 2014: 169.2m].

Order intake was strong in Q3 at 211 million. The order intake is well balanced geographically and consists of medium and large size greenfield projects with good growth in the modernization and maintenance business.

Revenue in the first nine months of the year was 617 million and adjusted EBIT 78 million (12.6%) compared with revenues of 513 million and adjusted EBIT of 33 million (6.4%) for the same period last year. Revenues in 2014 include 30 million low margin operations that were sold or discontinued early in 2015. Cash flow and operational performance is strong leading to net debt/EBITDA at 1.1 at the end of the quarter.

A commercially strong product portfolio and focused market approach together with tailwind in the market has driven strong revenue growth in recent quarters. Near term it is expected that market conditions will normalize after a period of strong growth. The industry that Marel operates in has a history of 4-6% annual growth and it is expected that average annual growth will remain at that level in the long term. Marel’s aim is to sustain above market growth by leveraging its market presence and with continuous investments in innovation.

Arni Oddur Thordarson, CEO: 
“Marel had an excellent third quarter with strong order received and robust operational performance. We have focused our product portfolio and optimized our manufacturing footprint leading to more dynamic and cost efficient operations that is delivering those results.  I would specially want to thank our great team for their dedication and commitment in reshaping the business at the same time as we are focused on serving the customers’ needs better than ever.

With a focused market approach and strong product portfolio, Marel has achieved 6% annual organic revenue growth after the acquisition of Stork Food Systems in 2008. At the same time earnings per share have grown by 20% annually. This was achieved during turbulent times in world economy reflecting Marel’s strength and future potential.

The Marel team is committed to making food production more sustainable and cost effective. The goal is always the same; to increase customer and shareholder long-term value”.

Simpler, Smarter, Faster refocusing program
The two year Simpler, Smarter, Faster program is fully on track and nearing its completion date at year-end 2015. The program focuses on simplifying the company’s market approach to better serve customer needs and on streamlining operations to increase quality and efficiency in the company, while lowering the recurring cost base. Marel has streamlined its operations and focused its product portfolio leading to the discontinuation of low margin business that accounts for 30 million revenue annually and is, since Q2 2015, not included in the accounts.

From the beginning of the refocusing program, taking into account the proceeds from sales of operations, the total cash-out cost of the refocusing program is estimated at 14 million, with 30 million P/L effect for the same period, thereof 2 million in Q3 2015. The refocusing cost in Q3 2015 is due to ongoing manufacturing optimization and the transfer of manufacturing activities from Des Moines to Gainesville in the U.S. and from Bornholm to Aarhus in Denmark; these activities are expected to be finalized before year-end.

The total cash-out costs related to refocusing actions are estimated to remain under 25 million over the total refocusing period.

Markets
Market conditions in Marel’s main markets remained good during Q3 2015, resulting in strong order intake during the quarter. Marel’s poultry segment showed excellent operational performance, while the meat and fish segments showed good operational improvements. Marel is currently refocusing and investing in the further processing segment to support poultry, meat and fish customers in further value creation to return healthy future profitability.

Poultry
Marel’s poultry segment had a very good first nine months of the year, with strong operational profit margins and volumes. The poultry segment generated 337 million in revenue and adjusted EBIT of 60 million (17.8% of revenue) in the first nine months of 2015. Market conditions in poultry remained favorable in Q3. Projects during the quarter were well distributed geographically and between different product types and sizes, including large projects in Germany and Italy. The quarter also saw the segment’s first sale to Senegal, reflecting Marel’s growing presence in West Africa.
During the quarter, Marel’s poultry segment participated in exhibitions in Poland, Ecuador and Brazil, where Marel presented its latest innovative solutions for the poultry industry.

Fish
Marel’s fish segment continues on track both in the whitefish and salmon divisions. The fish segment generated 104 million in revenue and adjusted EBIT of 9.7 million (9.3% of revenue) in the first nine months of 2015.  Market conditions in salmon remain favorable, particularly in Scandinavia and the U.K., where producers are benefitting from improving margins. Conditions for whitefish are also positive and are expected to continue to improve. The FleXiCut Waterjet cutter continues to impress customers and has generated considerable attention following successful development projects in Iceland.

During the quarter, Marel’s fish segment exhibited its latest solutions and equipment for the fish industry at several international events. At AquaNor in Norway the highlight was the revolutionary MS2730 salmon filleting machine with back and belly trim tools. The I-Cut 130 portion was on display at the VietFish exhibition in Vietnam. The VietFish exhibition led to a breakthrough sale into the pangasius segment in Vietnam.

Meat
Marel’s meat segment generated 91 million in revenue and adjusted EBIT of 8.4 million (9.2% of revenue) in the first nine months of 2015, which is a significant improvement compared to previous years.

During the quarter, Marel’s meat segment secured good order intake with good product and geographical mix. A landmark order was secured in Mexico during the quarter and a deboning project was sold to China.

It is expected that product mix will lead to a lower profitability in Q4 than what is seen year-to-date in Marel’s meat segment.

Further Processing
Marel’s further processing segment generated 76 million in revenue with negative adjusted EBIT of 2 million (-2.6% of revenue) in the first nine months of 2015. Profitability is expected to be at a low level in the coming quarters.

During the quarter, further processing held a successful event in its demo center in Boxmeer where four different product lines were exhibited to over 150 customers.

Marel is currently refocusing and investing in the further processing segment to support poultry, meat and fish customers in further value creation to return healthy future profitability in the further processing segment for Marel. Innovation efforts will be stepped up and further streamlining will take place in order to increase profitability going forward.

Financial items
 
Cash flow
Operational cash flow before interest and tax is 29.7 million for Q3 2015 or at the same level as in Q3 2014. Total operating working capital stayed flat during the quarter and slightly increased compared to year-end 2014 due to an increase in business volume, timing of delivery and payment of orders. Marel returned a healthy cash flow from its operations.

In Q3 2015, Marel acquired 10.0 million treasury shares for a total amount of 13.8 million. This purchase was made after the Board of Directors of Marel hf. authorized management to purchase up to 25 million own shares to be used as payment for potential future acquisitions, per the company’s announcement on April 29, 2015. The authorization has now been fully utilized. Marel now holds 31.7 million treasury shares. There are 11.4 million outstanding stock options at the end of Q3 2015.

Financing
The balance sheet is healthy and net interest bearing debt amounts to 150.3 million in Q3 2015, compared with 191.3 million in Q3 2014. Strong EBITDA and cash flow results in a total net leverage ratio of 1.1 at the end of Q3 2015 compared to 1.2 at the end of Q2 2015 and 2.1 at the end of Q4 2014. 

The strong financial position with net debt/EBITDA at 1.1 enables Marel to further stimulate growth and strengthen its competitive position.

Outlook
A commercially strong product portfolio and focused market approach together with tailwind in the market has driven strong revenue growth in recent quarters. Near term it is expected that market conditions will normalize after a period of strong growth. The industry that Marel operates in has a history of 4-6% annual growth and it is expected that average annual growth will remain at that level in the long term. Marel’s aim is to continue to grow faster than the market by leveraging its market presence and with continuous investments in innovation.

In the mid- and long-term, the company believes its innovative products and global presence in all segments will secure good growth and increased profitability. Results may vary from quarter to quarter due to general economic developments, fluctuations in orders received and deliveries of larger systems.

Presentation of results, October 29, 2015
Marel will present its results at an investor meeting on Thursday, October 29, at 8:30 am (GMT), at the Company’s headquarters at Austurhraun 9, Gardabaer. The meeting will also be webcasted at marel.com/webcast.

Publication days of Consolidated Financial Statements in 2016:

• ? 4th quarter 2015   February 3, 2016
• ? 1st quarter 2016   April 25, 2016
• ? 2nd quarter 2016  July 27, 2016
• ? 3rd quarter 2016   October 26, 2016
• ? 4th quarter 2016   February 1, 2017

Release of financial statements will take place after market closing on the aforementioned dates.

For further information, contact:
Audbjorg Olafsdottir, Corporate Director of Investor Relations and Communications, tel: (+354) 563 8626 / mobile: (+354) 853 8626.

Marel will release the company’s consolidated financial statement for Q3 2015 after market closing on October 28, 2015.

Marel hf. invites market participants and investors to a meeting where the financial results for Q3 2015 will be presented by Arni Oddur Thordarson, CEO and Linda Jonsdottir, CFO.
The presentation will be held on Thursday October 29, at 8:30 am (GMT), at the company's headquarters, Austurhraun 9, Gardabaer.

Please note that the meeting will also be webcast at www.marel.com/webcast.

Breakfast will be served from 8:00 am.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf

Dagsetning viðskipta/Date of transaction:

20.08.2015

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

10.000.000

Gengi/Verð pr. Hlut/Price:

203

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

31.718.550

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli heimildar frá stjórn Marel hf. til stjórnenda félagsins til að kaupa allt að 25 milljónum hluta, sem ætlaðir eru sem endurgjald í mögulegum fyrirtækjakaupum, sbr. fréttatilkynningu 29. apríl 2015 / Transaction made on the basis of an authorization from the Board of Directors of Marel hf. to management to purchase up to 25 million own shares, to be used as payment for potential future acquisitions, as per the Company’s announcement on 29 April 2015.

The Board of Directors of Marel hf. resolved on August 4, 2015 to grant to the members of Marel’s Executive Team, excluding the CEO, up to 2.2 million shares through stock option agreements.

The aim of the stock option agreements is to align the interests of senior management and the company in the long run. This is in accordance with the company’s remuneration policy approved at Marel’s Annual General Meeting in March 2015. The stock options will be granted to all members of the Executive Team, excluding the CEO. All will receive the same number of options, 200,000.

Key terms and conditions of the agreements are as follows:

• The stock option agreements entitle purchase of shares at the base offering price of EUR 1.346 per share[1] that increases annually by 3% (hurdle rate). The exercise price shall be adjusted for any dividend payments made by the Company after the grant date.
• The options are allotted in three layers, so that the first 60% are exercisable in October 2018, the second 20% in October 2019, and the remaining 20% in October 2020. Exercise periods are two per year in April and October. Option holders can delay exercise of these options to 2021, when the agreements expire and all allotted but unexercised options are cancelled.
• Option holders are required to hold shares corresponding to approximately the net gain after tax from exercising the options, whilst employed by Marel.

The total number of shares granted by Marel hf. in stock option agreements with employees, including this new stock option scheme, currently amounts to 11.5 million shares corresponding to approximately 1.6% of total share capital. The company’s cost of the new share option scheme is estimated to be EUR 488,000 over the next 5 years based on the option pricing model of Black-Scholes.

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

[1] The exercise price is determined by the closing rate of Marel shares at NASDAQ OMX Iceland hf. on August 4, 2015, i.e. ISK 198.00 per share, calculated with the Central Bank of Iceland EUR/ISK mid-rate on that day; 147.08

See attachment:

Organic growth and strong operational performance

• ? Revenue for Q2 2015 totaled 218.3m [Q2 2014: 169.8m].
   
• ? Adjusted EBITDA* for Q2 2015 was 37.2m or 17.1% of revenue [Q2 2014: 18.0m]. EBITDA was 38.1m or 17.5% of revenue [Q2 2014: 13.0m].
   
• ? Adjusted operating profit* (adj.EBIT) for Q2 2015 was 29.7m or 13.6% of revenue [Q2 2014: 10.7m]. EBIT was 28.5m or 13.1% of revenue [Q2 2014: 3.6m]. 
   
• ? Net result for Q2 2015 was 19.5m [Q2 2014: 0.8m]. Earnings per share was 2.71 euro cents compared with 0.10 euro cents in Q2 2014.
   
• ? Cash flow from operating activities before interest and tax was 23.7m [Q2 2014: 20.4m]. Net interest bearing debt was 156.0m [Q2 2015: 204.5m].
   
• ? The order book was at 165.9m at the end of the quarter compared with 178m at the end of Q1 2015.

Orders in Q2 are well balanced both geographically and between different product groups: Greenfield projects, modernization projects and maintenance business. Poultry and fish continue to show strong order intake while market conditions are softer in the meat and further processing segments. Third quarter revenues are expected to be lower than second quarter revenues due to seasonal effects and timing in delivery of orders. Overall market conditions remain favorable.

The first half of the year 2015 was good for Marel with a solid increase in sales and profits. Revenues in the first half of the year are 428 million with 12.5% adjusted EBIT (53.5 million) compared with 325 million and 4.7% adjusted EBIT in 1H 2014.

Arni Oddur Thordarson, CEO: 

“It is an excellent first half of the year for Marel with significant organic growth and operational improvements. Revenues in the first 6 months are 428 million with adjusted EBIT of 12.5%. We are proud of this achievement which is based on strong commercial product portfolio, deep customer engagement and general good market conditions.

Our financials are strong giving us ample room to explore various growth opportunities. The Marel team is committed to stay at the forefront of the dynamic and fast growing industry of providing innovative and high performing solutions to poultry, meat and fish processors on a global scale.” 

Simpler, Smarter, Faster refocusing program
The Simpler, Smarter, Faster two year refocusing program is fully on track and nearing its finalization at year-end 2015. The program focuses on simplifying market approach to better serve the customer needs and streamlining operations to increase quality and efficiency in the company while lowering the recurring cost base.

High Speed Slicing operations in Norwich, U.K. were sold to the Middleby Corporation in Q2 2015. The sale of the High Speed Slicing operations was made in February and closed in April with a slightly positive P/L effect and total cash proceeds of 9 million. Marel’s real estate in Oss, Netherlands, was sold in April delivering cash proceeds of 2.4 million. The Oss operations had previously been  transferred to the multi-industry center in Boxmeer.

Several actions have been taken to optimize the manufacturing footprint and it has been transformed from 19 manufacturing and innovation sites to 11 today. It is estimated that one-off costs related to refocusing will increase during the second half of the year compared with Q2  as previously announced actions of manufacturing optimization will be fully implemented and finalized before year-end. These actions include the transfer of manufacturing activities from Des Moines to Gainesville in the U.S., transfer of operations from Bornholm to Aarhus in Denmark and finalization of various other streamlining activities that have already been started.

From the beginning of the refocusing program until the end of Q2 2015, taking into account the proceeds from sales of operations the total cash-out cost of the refocusing program is at 14 million with 28 million in P/L effect for the same period, thereof 1.1 million in Q2. Total estimated cash-out costs related to refocusing actions will remain under 25 million over the total refocusing period.

New organizational blueprint

During 2015, a new organizational blueprint for Marel has been implemented step by step. The new structure simplifies Marel and strengthens innovation, supply chain and commercial activities across the company. These functions operate across the industry segments, creating a solid foundation for increased efficiency, sharing of best practices and optimization of the use of resources. The aim is to serve the customer better, reduce time to market and penetrate markets faster and more efficiently.

With the new organization structure, Marel views and manages the business in a new way with changes in resource allocation and internal reporting. The reporting changes do not have any impact on consolidated revenue, operational profit or net profit. Alignment of reporting between different business units results in movement from cost of sales to sales and marketing cost. Cost allocation from the shared services by functions across industry segments is now better reflecting the utilization of internal resources resulting in increased transparency and accountability.Year to date EBIT per industry better reflects the resource allocation based on the new organizational blueprint than the quarterly figure.

Markets
Market conditions in Marel’s main markets remained good during Q2 resulting in yet another quarter of record sales. There was a good increase in revenues and operational profits which was fueled by the poultry and salmon segments where Marel is in the position to deliver turn-key solutions. Poultry and fish continue to show strong order intake while market conditions in the meat and further processing segments are softer.
 
Poultry
Marel’s poultry segment had a good first half of the year with strong operational profit margins and volumes. The poultry segment generated 231.5 million in revenue and adj.EBIT of 39.6 million (17.1%) in the first six months 2015. Market conditions in poultry remain favorable and the outlook for the remainder of the year is positive although negative seasonal effects are expected in Q3. Projects during Q2 are well distributed geographically, including large projects in Poland and the U.K.  

During the quarter Marel’s poultry segment participated in the VIV Russia poultry exhibition in Moscow and VIV Turkey in Istanbul where Marel presented the multiple award-winning SmartWeigher, the AeroScalder and the brand new LegPositioner. Marel has been nominated for the Dutch Food Valley Award 2015 for its highly innovative AeroScalder that uses moisturized hot air for scalding instead of water immersion. This revolutionary scalding method saves energy and reduces water consumption by 50-75%.

Fish
The fish segment generated 70.1 million in revenue and adj.EBIT of 7.0 million (9.9%) in the first half of 2015.  Market conditions in salmon and white fish are favorable and Marel has secured several projects and standard equipment sales, including sizeable  projects in Chile and Alaska.

During the quarter, Marel’s fish segment exhibited all its latest solutions and equipment for the fish industry at the annual seafood processing global exhibition in Brussels. During the exhibition, the FleXicut waterjet cutter drew the crowd’s attention, leading to several sales during and after the exhibition.

Meat
Marel’s meat segment generated 64.0 million in revenue and adj.EBIT of 6.0 million (9.4%) in the first half of 2015, which is a significant improvement compared to previous years due to good market conditions and streamlined operations. Market conditions in meat have softened and revenue and profitability is expected to be lower during the second half of the year compared to the first half of the year.

During the quarter, Marel’s meat segment gained certification from Oz Meats that will allow Marel’s customers in Australia to export their meat trimmings to global markets. Marel was also named as the best equipment supplier in 2015 at the U.K Meat awards.

Further processing
The further processing segment generated 55.0 million in revenue with negative adj.EBIT of 0.2 million (-0.4%) in the first half of 2015. Profitability is expected to be at a low level throughout the year.

Streamlining of further processing activities continued during Q2 2015. The transfer of manufacturing operations in Des Moines to an existing facility in Gainesville is ongoing and will be concluded before year-end.

The segment is strategically important in supporting customers in the poultry, meat and fish segments to move from volume to value. Innovation efforts will be stepped up in order to increase profitability going forward as can be seen by the investment in the new innovation center in Des Moines which will serve the large sausage and meat market.

During the quarter, Marel’s further processing segment continued to strengthen its market approach and participated in the seafood processing global exhibition in Brussels with the RevoPortioner that is now entering the fish segment building on its past success in poultry.


Financial items
 
Cash flow
Operational cash flow before interest and tax is 23.7 million for Q2 2015, compared with 20.4 million in Q2 2014.  Total operating working capital increased compared to Q1 2015 and Year-end 2014 because of increase in business volume and timing of delivery and payment of orders. At the same time Marel returned healthy cash flow from operations.

In Q2 2015, Marel acquired 15.0 million treasury shares for a total amount of 18.2 million. This purchase was made after the Board of Directors of Marel hf. authorized management to purchase up to 25 million own shares to be used as payment for potential future acquisitions, per the Company’s announcement on 29 April 2015. After the purchase and exercise of stock options during the quarter with net cash outflow of 16.5 million the company holds 21.7 million treasury shares. Total outstanding stock options at the end of Q2 2015 are 9.3 million shares.

Financing
The balance sheet is healthy and net interest bearing debt amounts to 156.0 million in Q2 2015 compared with 204.5 million in Q2 2014. Strong EBITDA and cash flow results in a total net leverage ratio of 1.22 at the end of Q2 2015 compared to 1.48 at the end of Q1 2015 and 2.08 at the end of Q4 2014. 

The strong financial position with net debt/EBITDA at 1.22 enables Marel to further stimulate growth and strengthen its competitive position.

Outlook
Management guidance for 2015 is organic revenue growth, with a solid increase in operational and net profit. Full focus remains on strengthening the market approach and operational improvement with the aim to reach EBIT of over 100 million in 2017.

In the mid- and long-term, the company believes its innovative products and global presence in all segments will secure good growth and increased profitability. The long-term outlook in the industry remains favorable and the estimated annual market growth for providing advanced solutions and equipment for meat, poultry and fish processing is 4-6%. Marel’s goal is to continue to grow faster than the market, based on its innovative customer solutions and extensive sales and service network.
Results may vary from quarter to quarter due to general economic developments, fluctuations in orders received, and deliveries of larger systems.

Presentation of results, July 30, 2015
Marel will present its results at an investor meeting on Thursday, July 30, at 8:30 am (GMT), at the Company’s headquarters at Austurhraun 9, Gardabaer. The meeting will also be webcasted at marel.com/webcast.
Publication days of Consolidated Financial Statements in 2015
 

• ? 3rd quarter 2015                            October 28, 2015
• ? 4th quarter 2015                            February 3, 2016

Release of financial statements will take place after market closing on the aforementioned dates.

For further information, contact:
Audbjorg Olafsdottir, Corporate Director of Investor Relations and Communications, tel: (+354) 563 8626 / mobile: (+354) 853 8626.

Marel will release the company’s consolidated financial statement for Q2 2015 after market closing on July 29, 2015.

Marel hf. invites market participants and investors to a meeting where the financial results for Q2 2015 will be presented by Arni Oddur Thordarson, CEO and Linda Jonsdottir, CFO.
The presentation will be held on Thursday July 30, at 8:30 am (GMT), at the company's headquarters, Austurhraun 9, Gardabaer.

Please note that the meeting will also be webcast at www.marel.com/webcast.

Breakfast will be served from 8:00 am.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

28.05.2015

Kaup eða sala/Buy or Sell:

Kaup/Buy

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

3.000.000

Gengi/Verð pr. Hlut/Price:

182,50

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

21.718.550

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli heimildar frá stjórn Marel hf. til stjórnenda félagsins til að kaupa allt að 25 milljónum hluta, sem ætlaðir eru sem endurgjald í mögulegum fyrirtækjakaupum, sbr. fréttatilkynningu 29. apríl 2015 / Transaction made on the basis of an authorization from the Board of Directors of Marel hf. to management to purchase up to 25 million own shares, to be used as payment for potential future acquisitions, as per the Company’s announcement on 29 April 2015.

The number of options belonging to primary insider was missing from previous announcement but has now been corrected. See attachment.

See attachment.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

11.05.2015

Kaup eða sala/Buy or Sell:

Kaup

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

12.000.000

Gengi/Verð pr. Hlut/Price:

179,00

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

18.718.550

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskipti gerð á grundvelli heimildar frá stjórn Marel hf. til stjórnenda félagsins til að kaupa allt að 25 milljónum hluta, sem ætlaðir eru sem endurgjald í mögulegum fyrirtækjakaupum, sbr. fréttatilkynningu 29. apríl 2015 / Transaction made on the basis of an authorization from the Board of Directors of Marel hf. to management to purchase up to 25 million own shares, to be used as payment for potential future acquisitions, as per the Company’s announcement on 29 April 2015.

See attachments.

Viðskipti með eigin bréf/transaction in own financial instruments

Nafn/Name:

Marel hf.

Dagsetning viðskipta/Date of transaction:

11.05.2015

Kaup eða sala/Buy or Sell:

Sala/Sell

Tegund fjármálagernings/Type of instrument:

Hlutabréf/Equities

Fjöldi hluta/Number of shares:

3.116.850

Gengi/Verð pr. Hlut/Price:

83,59 ISK / 0,567 EUR

Fjöldi hluta eftir viðskipti/Primary insider's holdings after the transaction:

6.718.550

Dagsetning lokauppgjörs/Date of settlement:

Ástæður viðskipta/Reason for transaction:

Viðskiptin eru til að mæta skilyrðum um framkvæmd kaupréttarsamninga / Transaction to fulfill obligations of stock option agreements.

• Revenues for Q3 2013 totalled 156.9 million (m), a decrease of 4.5% compared to the same quarter of 2012 [164.3m].
• EBITDA was 19.5m or 12.4% of revenues [Q3 2012: 20.5m].
• Operating profit (EBIT) was 12.9 or 8.2% of revenues [Q3 2012: 14.1m].
• Net result for Q3 2013 was 6.0 [Q3 2012: 8.4m]. Earnings per share were 0.81 euro cents [Q3 2012: 1.15 euro cents].
• Cash flow from operating activities before interest and tax was 3.0m and 45.6 m YTD. [YTD 2012: 37.0m]. Net interest bearing debt was 239.0m at the end of the quarter compared to 261.1m in Q3 2012.
• The order book was at 138.3m at the end of the quarter [Q3 2012: 151.4m] and has increased by 4.9% since the end of last quarter [131.8m].