Articles of Association of Mayr-Melnhof Karton AG

• I. GENERAL PROVISIONS
• II. CAPITAL STOCK AND SHARES
• III. THE MANAGEMENT BOARD
• IV. THE SUPERVISORY BOARD
• V. GENERAL MEETING
• VI. ANNUAL STATEMENT OF ACCOUNTS AND DISTRIBUTION OF PROFITS
• VII. CONVERSION COSTS

§ 1 Company, registered office, duration

(1) The limited company shall bear the firm name Mayr-Melnhof Karton Aktiengesellschaft.

(2) The Company’s registered office is in Vienna.

(3) The duration of the Company shall not be limited to a specific period.

§ 2 Object of the Company

(1) The acquisition of industrial, commercial or mining assets – hereinafter “industrial assets” for short – such as, in particular, those belonging to the Mayr-Melnhof Karton Gesellschaft m.b.H.‘s company group and the performance of the rights and duties connected with the ownership thereof.

(2) The manufacture and marketing of cardboard, such as, in particular, the products of Mayr-Melnhof Karton Gesellschaft m.bH.‘s company group and all business connected therewith.

(3) The maintenance and administration of industrial assets, in which the Company or its shareholders have an interest.

(4) The representation of shareholders with respect to the exercise of rights and duties to which they are entitled by virtue of their industrial assets.

(5) The establishment of industrial enterprises, the acquisition of interests therein, or the conclusion of joint venture contracts for the advancement of the aforementioned purposes of the Company. The acquisition and administration of interests in the form of banking transactions shall be excluded.

(6) The assumption of administrative tasks of any kind, in particular services in the area of electronic data processing.

§ 3 Announcements

Announcements by the Company shall be published in the “Wiener Zeitung”.

§4 Capital stock

(1) The share capital of the Company is EUR 88,000,000 (eighty eight million Euros).

(2) It is divided into 22,000,000 (twenty two million) no-par shares each of which entitles the holder to an equivalent interest in the company’s share capital.

(3) All shares are bearer shares. The claim of the shareholder to individual share certificates shall be excluded in accordance with § 10 para. 6 AktG (Aktiengesetz -Stock Corporation Act).

(4) If in the case of an increase in share capital, the resolution on said increase does not contain any provisions as to whether the shares are to be in bearer or registered form, they shall be in bearer form.

(5) The Management Board shall be authorized, with the consent of the Supervisory Board to resolve no later than 04.25.2011 (inc.) that the reselling of company shares, at the exclusion of shareholders’ subscription rights, may take place by another means than a transfer through the stock exchange or via a public offer. The subscription rights of shareholders may absolutely only be excluded if the reselling of company shares occurs (i) for the purpose of implementing an employee share scheme or for granting stock options to employed persons, leading employees and members of the Management Board of the Company or one of its affiliated companies or (ii) for the purpose of providing consideration for the transfer of companies, operations, parts of operations or shares in domestic or foreign companies.

§ 5 Share certificates

The Management Board shall determine the form and contents of share certificates as well as of dividend coupons and of renewal coupons. The same shall apply to interim certificates, partial debentures, interest coupons, renewal coupons, and warrants.

§6 Composition of the Management Board

(1) The Management Board shall consist of two, three, four or five members, whereby the Supervisory Board may nominate a Chairman of the Management Board from among the members of the Management Board.

(2) The Supervisory Board may nominate a member of the Management Board as Deputy Chairman of the Management Board. Deputy members of the Management Board may also be appointed.

§7 Representation of the Company

(1) The Company shall be represented by two members of the Management Board in a joint capacity or by a member of the Management Board together with a proxy.

(2) Where two or more members of the Management Board have been appointed, the Supervisory Board may grant or withdraw specific individual powers of representation.

(3) Deputy members of the Management Board shall enjoy the same status as ordinary members of the Management Board with respect to their representative authority.

§8 Management

(1) The Supervisory Board may determine the distribution of business within the Management Board and issue internal rules of procedure for the Management Board, which shall specify the management measures requiring consent. In its management affairs the Management Board must abide by the prescriptions of the law, the Articles of Association, and the internal rules of procedure issued by the Supervisory Board.

(2) The Management Board shall be obliged vis-à-vis the Company to observe the restrictions, which have been stipulated by the Articles of Association or the Supervisory Board regarding the extent of its representative authority, or which stem from a resolution of the General Meeting pursuant to § 103 of the Companies Act.

§ 9 Reporting to the Supervisory Board

(1) The Management Board shall report in writing or orally to the Supervisory Board – as well as to the Chairman of the Supervisory Board or his Deputy, on an important occasion - on a regular, and no later than a quarterly basis, regarding the course of business and the situation of the Company. Said reports shall comply with the principles of diligent and truthful reporting.

(2) No later than one month before the end of each business year, the Supervisory Board shall be presented with the preliminary estimate for the following business year.

§10 Composition of the Supervisory Board

The Supervisory Board shall consist of at least four and no more than twelve members elected by the General Meeting.

§11 Election and dismissal of members of the Supervisory Board

(1) The Members of the Supervisory Board shall be elected by the General Meeting for a period not exceeding the date on which the General Meeting, which shall formally approve the activities of the fourth business year following the election, is concluded; the business year in which an individual member of the Supervisory Board is elected, shall not be included in this connection.

(2) Should members of the Supervisory Board retire before their term in office has elapsed, an election to replace them need only be held at the next Ordinary General Meeting, unless the number of members of the Supervisory Board has dropped below the minimum number specified in the Articles of Association. Elections to replace a member shall take place for the rest of the term of the retired member.

(3) Each member of the Supervisory Board may, even without an important reason, and by giving one month’s notice, submit his resignation by means of a written declaration to the Chairman of the Supervisory Board.

(4) The appointment of a member of the Supervisory Board may be revoked by the General Meeting before his term in office has elapsed. Such a resolution requires a simple majority of votes cast.

§12 Internal regulations of the Supervisory Board

(1) The Supervisory Board shall elect a Chairman and up to two Deputies from among its members on an annual basis at a meeting following the Ordinary General Meeting, which shall not require a special invitation. The election shall take place by an absolute majority of votes. Should none of the candidates receive the required majority, a second ballot shall take place between the two candidates who have received the most votes, whereby a simple majority of votes cast shall settle the issue.

(2) If the Chairman of the Supervisory Board shall be unable to attend, one of his Deputies shall fulfill the tasks of Chairman.

(3) Declarations of intent of the Supervisory Board and its committees shall be submitted by the Chairman, or, should he be unable to attend, by one of his Deputies.

(4) The Supervisory Board may issue internal rules of procedure for itself.

(5) Resolutions of the Supervisory Board regarding its internal rules of procedure shall require, in addition to the general requirements on resolutions contained in the Companies Act, the approval by simple majority of the members elected by the General Meeting.

(6) Without derogating from the exception outlined in §12 section (10), discussions and resolutions of the Supervisory Board shall take place at meetings to which the Chairman has summoned members at their last provided address; §94 of the Companies Act shall remain unaffected.

(7) The Supervisory Board shall possess a quorum if at least half of its members, including the Chairman or one of his Deputies, are present or represented. The Chairman shall conduct the meeting and determine the type of voting.

(8) Insofar as no other majority is compulsorily prescribed by law or the Articles of Association, the resolutions of the Supervisory Board shall be adopted by a simple majority of votes cast; in case of a tie the person conducting the meeting shall have the casting vote. A written statement shall be drawn up about discussions and resolutions of the Supervisory Board, which shall be signed by the person conducting the meeting.

(9) Absent members of the Supervisory Board or those unable to attend shall be entitled to be represented by one of the members attending the meeting. The written proxy for this purpose shall be presented to the Chairman. A represented member of the Supervisory Board shall not be counted in determining whether a quorum is present. The right to be in the chair may not be assigned.

(10) The Chairman may, for special reasons, and if no member of the Supervisory Board explicitly objects to this procedure, direct that resolutions may also be adopted in the written form; in this case representation of members of the Supervisory Board shall not be permitted.

(11) The Supervisory Board shall receive remuneration for its activities, which shall be allocated in accordance with its own resolutions.

§ 13 Committees

(1) The Supervisory Board may create committees from its own midst. Their functions and powers shall be determined by the Supervisory Board; the power to adopt resolutions may also be assigned to the committees. With regard to the election of members to committees, paragraph twelve section one shall apply, mutatis mutandis.

(2) The provisions of paragraph twelve sections six to eight shall also apply, mutatis mutandis, to the committees of the Supervisory Board. If a committee consists of only two members, a quorum shall only be constituted if both members are present.

§ 14 Reservation of powers

Should committees be formed, decisions of the complete Supervisory Board shall, in any case, be required in the following cases:

1. The adoption of resolutions on the internal rules of procedure for the Supervisory Board as well as for the Management Board;

2. The approval of the annual preliminary estimate;

3. The approval of the annual statement of accounts and the adoption of a resolution on the Report to the General Meeting pursuant to § 96 of the Companies Act.

4. The appointment as well as the revocation of the appointment of members of the Management Board and the appointment of a Chairman of the Management Board as well as the revocation of said appointment.

§ 15 Participation in meetings of the Supervisory Board and its committees

(1) Persons who do not belong either to the Supervisory Board or the Management Board may not take part in meetings of the Supervisory Board or its committees. Specialists and persons providing information may be consulted for individual topics.

(2) Members of the Supervisory Board, who do not belong to a committee, may only take part in the meetings of such a committee with the consent of the Chairman of the Supervisory Board.

§ 16 Amendments to the Articles of Association

The Supervisory Board may resolve to make amendments to the Articles of Association that only affect the wording.

§17 General

(1) The General Meeting shall be convened by the Management Board or the Supervisory Board.

(2) The General Meeting shall be held at the Company’s registered office, at one of its domestic branches or in an Austrian regional capital. The meeting shall be conducted in German.

(3) When an announcement is made concerning the convention of the General Meeting the following provisions must be taken into account.

(4) If shares or interim certificates have been issued, participation in the General Meeting shall be limited to those shareholders who deposit their shares (interim certificates) within the periods specified in the following paragraphs during business hours and until the conclusion of the General Meeting with one of the following: with the company, with an Austrian notary public or with the main branch of a domestic credit institution or with the domestic or foreign credit institutions specified in the notice of the General Meeting.

(5) The deposit shall be effected in such a timely manner that at least three working days shall intervene between the date of deposit and the date of the General Meeting; the shareholders must be provided with at least fourteen days starting from the date of the notice to effect the deposit, not including the day of publication of the notice. Should the last day of said period fall on a Sunday or on a legal holiday, the shareholders must also be permitted to effect the deposit on the following working day. The following shall be considered as holidays and not as working days: Saturdays, Good Friday and the 24th of December of each year.

(6) The deposit shall also be considered as duly effected if shares (interim certificates) are, with the consent of one of the depositary institutions appointed by the company, held in a blocked safe-deposit at other banks until the conclusion of the General Meeting.

(7) The depositary institutions shall file to the company certification for the effected deposit no later than one day after the expiration of the period for effecting the deposit.

(8) If no shares or interim certificates have been issued, the invitation to the General Meeting shall state the conditions that must be fulfilled by shareholders in order to participate at the General Meeting.

§ 18 Voting rights

(1) Each no-par value share is entitled to one vote.

(2) The voting right may also be exercised via a proxy, for which purpose a written proxy shall be required, which shall remain in the safekeeping of the company.

§ 19 Chairmanship

(1) The Chairman of the Supervisory Board shall take the chair at the General Meeting; if neither he nor one of his Deputies appears or if neither is ready to chair the meeting, then the meeting shall be led, by the notary called in for certification purposes, to electing a chairman.

(2) The Chairman of the General Meeting shall conduct the negotiations, determine the order in which the items on the agenda shall be dealt with, and determine the manner of voting.

§ 20 Formation of majority

(1) Insofar as the law does not compulsorily prescribe another majority, the General Meeting shall adopt resolutions by a simple majority of votes cast, and, in cases where a majority of shares is required, by a simple majority of the share capital represented at the passing of the resolution.

(2) Should no absolute majority be attained in the first ballot, a second ballot shall take place between the two candidates who have received the most votes. In case of a tie the Chairman of the meeting shall have the casting vote.

§ 21 Subject matter of resolutions

The following matters relating to the business year that has passed, shall, in particular, be presented to the General Meeting on an annual basis for the purposes of adopting resolutions thereon:

- Distribution of the net profit,

- Approval of the actions of the Management Board and the Supervisory Board,

- Election of an auditor and - in cases where the law provides for this - adoption of the annual statement of accounts.

§ 22 Business year

The business year shall correspond to the calendar year. The first business year shall commence following registration of the change of corporate form and shall end on the 31st December thereafter.

§ 23 Annual Statement of Accounts

(1) During the first five months of the business year the Management Board shall prepare the Annual Statement of Accounts and a management report relating to the previous business year (§ 222 of the HGB [Commercial Code]) and following an examination thereof by the auditor, shall present these to the Supervisory Board together with a recommendation in respect of the distribution of profits. The Supervisory Board may, at the request of the Management Board, and for an important reason, extend the time limit hereunder in individual cases for no more than two months.

(2) The time limit for submission to the General Meeting pursuant to paragraph twenty-one of the Articles of Association shall be extended for the same period as the Supervisory Board extends the time limit pursuant to sub-section

(1). However, in individual cases the Supervisory Board may at the request of the Management Board, and for an important reason, extend the time limit for submission in individual cases for no more than two additional months.

§ 24 Distribution of profits

(1) Profits shall be distributed to shareholders in proportion to the contribution which they have made to the nominal value of the shares; contributions, which have been made in the course of the business year, shall be taken into account in proportion to the amount of time that has elapsed since the contribution was paid in. For this purpose only complete months shall be taken into account. Upon the issue of new shares, a profit distribution with a different arrangement may also be provided for. The General Meeting shall resolve on the distribution of the net profits calculated according to the accounting regulations in force for the time being. The General Meeting shall be entitled to refrain from distributing the net profits in whole or in part.

(2) Unless the General Meeting adopts a resolution to the contrary, the dividends shall become due for payment ten days after the date of the General Meeting.

(3) Dividends not claimed by shareholders within three years after they become payable, shall become forfeited in favor of the Company’s free reserves.

§ 25 The Company shall bear the costs of conversion up to the total amount of ATS 500,000 (five hundred thousand Austrian Schilllings).