Marel hf. Issuance of Stock Options The Board of
Post# of 301275
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:
| Name | Title | New stock options | Older granted and unexercised options | Shareholding of insider | Shareholding of financially related parties |
| Árni Oddur Þórðarson | Chief Executive Officer | 600,000 | 360,000 | 64,634 | 67,235 |
| Linda Jónsdóttir | Chief Financial Officer | 400,000 | 725,000 | 62,500 | 0 |
| Árni Sigurðsson | Executive Vice President Strategy and Corporate Development | 400,000 | 605,000 | 0 | 100,000 |
| Anton de Weerd | Managing Director (EVP) Poultry | 300,000 | 731,000 | 0 | 0 |
| David Wilson | Managing Director (EVP) Meat | 300,000 | 689,000 | 27,300 | 0 |
| Sigurður Ólason | Managing Director (EVP) Fish | 200,000 | 605,000 | 0 | 0 |
| Jesper Hjortshøj | Managing Director (EVP) Further Processing | 200,000 | 12,000 | 0 | 0 |
| Davíð Freyr Oddsson | Executive Vice President Human Resources | 200,000 | 665,000 | 75,000 | 0 |
| Paul van Warmerdam | Executive Vice President Supply Chain | 200,000 | 665,000 | 0 | 0 |
| Pétur Guðjónsson | Executive Vice President Commercial | 200,000 | 920,000 | 219,430 | 0 |
| Viðar Erlingsson | Executive Vice President Innovation | 200,000 | 725,000 | 0 | 0 |
[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
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