Share Price EUR 90,45 17:33 GMT 24.04.2014

Articles of Association of Mayr-Melnhof Karton AG

I. GENERAL PROVISIONS

Section 1 - Name of company, registered office, duration

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

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

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

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Section 2 - Object of the Group

(1) The purchase, the establishment and the administration of assets designated for production and trade and the exercise of rights and fulfilment of obligations in connection with the ownership therein.

(2) The production and distribution of cartonboard and packaging as well as all business transactions in connection therewith.

(3) The exercise of group management functions.

(4) The purchase, the administration and the sale of participations in companies of any kind and legal form in Austria and abroad.

(5) Banking transactions in accordance with the Banking Act shall be excluded from the Group’s business activities.

The Group shall be entitled to effect all transactions and measures required or reasonable in this context, in particular the purchase of real property, the establishment of branch offices or subsidiaries, the complete or partial spin-off or outsourcing of operations to affiliated companies as well as the conclusion of operating contracts and operational leases, rental contracts, cooperation contracts, know-how transfer contracts and joint venture agreements as well as any other business contracts both in Austria and abroad. It may also only manage participations.

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Section 3 - Publications

Publications of the Group shall be effected in the official gazette to the extent mandatory in accordance with the Stock Corporation Act. As for the rest, publications of the Group shall be effected in accordance with applicable statutory provisions.

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II. EQUITY CAPITAL AND SHARES

Section 4 - Equity capital

(1) The equity capital of the Group is EUR 80,000,000 (eighty million euros).

(2) It is divided into 20,000,000 (twenty two million) no-par shares, each of which entitles the holder to an equivalent interest in the Group’s equity capital.

(3) All shares are bearer shares.

(4) If, in case of an increase in equity 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.

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Section 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 partial debentures, interest coupons, renewal coupons, and warrants.

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III. THE MANAGEMENT BOARD

Section 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 chairperson 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 vice chairperson of the Management Board. Substitute members of the Management Board may also be appointed.

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Section 7 - Representation of the Group

(1) The Group 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) Substitute members of the Management Board shall enjoy the same status as regular members of the Management Board with respect to their representative authority.

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Section 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 provisions 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 Group to observe the restrictions 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 section 103 of the Stock Corporation Act.

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Section 9 - Reporting to the Supervisory Board

(1) The Management Board must report to the Supervisory Board at least once a year on fundamental issues of future business policy of the Group as well as present the future development of the asset, financial and income situation on the basis of a forecast (annual report). Furthermore, the Management Board must regularly, at least quarterly, report to the Supervisory Board on how business is going and the situation of the Group as compared to the forecast, taking into account future developments (quarterly report). In case of good cause, a report shall be effected to the chairperson of the Supervisory Board immediately; furthermore, reports shall be effected immediately to the Supervisory Board on circumstances materially affecting the profitability and liquidity of the Group (special report).

(2) The annual report and the quarterly reports must be made in writing and elaborated on orally upon the Supervisory Board’s request; they are to be delivered to each member of the Supervisory Board. The special reports may be effected either in writing or orally.

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IV. THE SUPERVISORY BOARD

Section 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. 

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Section 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 ending on 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 calculation.

(2) Should members of the Supervisory Board retire before their term of office has elapsed, an election to replace them need only be held at the next Annual 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 good cause and by giving one month’s notice, submit his/her resignation by means of a written declaration to the chairperson of the Supervisory Board.

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

(5) At the time a member of the Supervisory Board is appointed, a substitute member may be appointed, who shall become a member of the Supervisory Board if the member of the Supervisory Board retires early and no successor is elected. The General Meeting may elect a substitute member for one or several members of the Supervisory Board. The term of office of a substitute member of the shareholders who succeeded a member of the Supervisory Board shall end as soon as the General Meeting elected a successor for the retired member and not later than at the end of the term of office of the retired member.

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Section 12 - Internal regulations of the Supervisory Board

(1) The Supervisory Board shall elect a chairperson and up to two vicechairpersons from among its members on an annual basis at a meeting following the Annual 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) In case the chairperson of the Supervisory Board is be unable to attend, one of the vice-chairpersons shall fulfil the tasks of chairperson.

(3) Declarations of intent of the Supervisory Board and its committees shall be submitted by the chairperson, or, should the chairperson be unable to attend, by one of the vice-chairpersons.

(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 Stock Corporation Act, the approval by simple majority of the members elected by the General Meeting.

(6) Without prejudice to the exception outlined in section 12, paragraph 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; section 94 of the Stock Corporation Act shall remain unaffected.

(7) Without prejudice to the exception outlined in section 12, paragraph 10, discussions and resolutions of the Supervisory Board shall takeplace at meetings to which the chairperson has summoned members
at their last provided address; section 94 of the Stock Corporation Act shall remain unaffected.

(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 chairing 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 chairing 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 chairperson. A represented member of the Supervisory Board shall not be counted in determining whether a quorum is present. The right to chair the meeting is not transferable.

(10) The chairperson 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 written form; in this case, representation of members of the Supervisory Board shall not be permitted.

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

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Section 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, section twelve, paragraph one shall apply mutatis mutandis.

(2) The provisions of section twelve, paragraphs 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 deemed constituted if both members are present. 

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Section 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 financial statements and the adoption of a resolution on the Report to the General Meeting pursuant to section 96 of the Stock Corporation Act;

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

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Section 15 - Participation in meetings of the Supervisory Board and its committees

(1) Persons who neither belong to the Supervisory Board nor to the Management Board may not participate in meetings of the Supervisory Board or its committees. Experts and persons providing information may be consulted on 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 chairperson of the Supervisory Board. 

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Section 16 - Amendments to the Articles of Association

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

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V. GENERAL MEETING

Section 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 Group’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) The convention of the Annual General Meeting shall be announced no later than the 28th day before the General Meeting.

(5) The convention of any other General Meeting shall be announced no later than the 21st day before the General Meeting (Extraordinary General Meeting).

(6) The announcement of the convention shall be effected by way of publication in accordance with section 3 of the articles of association.

(7) The entitlement to participate in the General Meeting and to exercise the voting right and other shareholders’ rights to be asserted in connection with the General Meeting is in accordancewith the shareholding at the end of the 10th day before the date of the General Meeting (record date).

(8) The shareholding as of the record date shall be evidenced by a safe custody receipt in accordance with section 10a of the Stock Corporation Act, to be received by the Group no later than on the third working day before the General Meeting at the address stated in the invitation. In the invitation transfer of the safe custody receipt may be allowed via fax or e-mail.

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Section 18 - Voting rights

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

(2) The voting right may be exercised by proxy. The proxy must be granted to a certain person in writing. The proxy must be transmitted to the Group and preserved by the Group or demonstrably recorded.

(3) In case a shareholder granted proxy to his/her depositary bank (section 10a of the Stock Corporation Act), it shall suffice if such bank declares that it has proxy, in addition to the presentation of the safe custody receipt. Section 10a, paragraph 3 of the Stock Corporation Act shall apply mutatis mutandis.

(4) In case no proxy is granted to the depositary bank (section 10a of the Stock Corporation Act), the proxy must be sent in writing via mail to the Group before the General Meeting or delivered personally at the General Meeting or sent via an electronic communication path to be stipulated by the Group. The details for the granting of such proxies shall be announced together with the convention of the General Meeting.

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Section 19 - Chairmanship

(1) The chair in the General Meeting shall be held by the chairperson of the Supervisory Board. In case neither the chairperson nor a vice chairperson is present, the notary present for recording purposes shall chair the meeting for the election of a chairperson.

(2) The chairperson shall decide on the form of exercise of the voting rights and the procedure for the vote count.

(3) The chairperson of the General Meeting shall chair the negotiations and decide on the order of the speakers and of the treatment of the items on the agenda. In the course of the General Meeting, the chairperson may determine adequate restrictions for the speakers, the persons asking questions and/or the entire time period for speeches and questions in general or for individual speakers.

(4) The members of the Management Board and the Supervisory Board must be present during the General Meeting. The auditor must be present during the Annual General Meeting. The linking of members of the Management Board or of the Supervisory Board via optical and acoustical two-way connection shall be admissible.

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Section 20 - Formation of majority

(1) Insofar as the law does not compulsorily prescribe another type of 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 equity capital represented when the resolution is passed.

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

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Section 21 - Annual General Meeting

The Management Board must convene a General Meeting on an annual basis, which is to take place within the first eight months of the business year (Annual General Meeting) and present the financial statements including the management report, the corporate governance report, consolidated financial statements, if any, together with the consolidated management report, the proposed allocation of profits and the Supervisory Board report. The agenda of the Annual General Meeting must contain the following items:

(1) the presentation of the documents described above and the approval of the financial statements in the cases provided for by law,

(2) the resolution on the allocation of balance sheet profits, provided such profits are reported in the financial statements,

(3) the resolution on the formal approval of the acts of the members of the Management Board and the Supervisory Board,

(4) the appointment of the auditor.

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VI. ANNUAL FINANCIAL STATEMENTS AND DISTRIBUTION OF PROFITS

Section 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 day of December thereafter.

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Section 23 - Annual financial statements

(1) Within the first five months of a business year, the Management Board must prepare the financial statements including notes, the management report as well as the corporate governance report, if any, for the previous year and present them to the members of the Supervisory Board. The financial statements, the management report and the corporate governance report must be signed by all members of the Management Board. The Supervisory Board must review these documents within two months upon presentation, to make declarations to the Management Board in connection therewith and report to the General Meeting.

(2) Paragraph (1) shall apply mutatis mutandis for the presentation and audit of the consolidated financial statements and the consolidated management report.

(3) Should the Supervisory Board consent to the financial statements, they shall be deemed to be approved unless the Management Board and the Supervisory Board should decide in favour of an approval by the General Meeting.

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Section 24 - Allocation of profits

(1) The General Meeting shall pass a resolution on the allocation of balance sheet profits, provided such profits are reported in the financial statements. For the resolution on the allocation of the balance sheet profits, the General Meeting shall be bound by the financial statements approved by the Management Board upon the consent of the Supervisory Board. However, the General Meeting may exclude the balance sheet profits from allocation in whole or in part. The Management Board is responsible for the changes to the financial statements necessary as a consequence thereof.

(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 favour of the Group’s free reserves.

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