Mayr-Melnhof Karton Aktiengesellschaft
15th Ordinary Shareholders‘ Meeting
of the shareholders of Mayr-Melnhof Karton Aktiengesellschaft, Vienna, on Wednesday, April 29, 2009, at 10.00 a.m. at the Grand Hotel Wien, 1010 Vienna, Kärntner Ring 9.
A g e n d a
- Presentation of the adopted Annual Financial Statements and the Management
Report, as well as the Consolidated Financial Statements and Management Report for the Group with the Report of the Supervisory Board for the 2008 business year. - Resolution on the appropriation of the profit for the financial year shown in the
Annual Financial Statements for 2008. - Resolution on the formal approval of the action of the members of the Management Board for the 2008 business year.
- Resolution on the formal approval of the action of the members of the Supervisory Board for the 2008 business year.
- Resolution on the remuneration of the members of the Supervisory Board
for the 2008 business year. - Appointment of the auditors and the Group account auditors for the 2009 financial year.
- Election of a member to the Supervisory Board.
- Adoption of spin-off resolutions:
a) Adoption of a spin-off resolution for the transfer of a participation [business share in Neupack Polska Spółka z ograniczoną odpowiedzialnością (company with limited liability) with its seat in Bydgoszcz, Poland, in a nominal value of PLN 1,901,427.70] by spin-off for the purpose of merger in accordance with section 1, paragraph 1, numbers 2 and 17 of the Federal Law on the Spin-off of Companies Limited by Shares (SpaltG) and subject to Art. VI of the Corporate Restructuring Taxes Act (UmgrStG) from Mayr-Melnhof Packaging Austria GmbH, Vienna, Commercial Register no. FN 92108 d, as the transferring company, to Mayr-Melnhof Karton Aktiengesellschaft as the absorbing company in accordance with the provisions of the spin-off and acquisition agreement of 23 March 2009 and approval of the spin-off and acquisition agreement of 23 March 2009.
b) Adoption of a spin-off resolution for the transfer of a participation [business share in Neupack Polska Spółka z ograniczoną odpowiedzialnością (company with limited liability) with its seat in Bydgoszcz, Poland, in a nominal value of PLN 7,358,200.00] by spin-off for the purpose of merger in accordance with section 1, paragraph 1, numbers 2 and 17 of the Federal Law on the Spin-off of Companies Limited by Shares (SpaltG) and subject to Art. VI of the Corporate Restructuring Taxes Act (UmgrStG) from Neupack Gesellschaft m.b.H., Reichenau an der Rax, Commercial Register no. FN 49312 v, as the transferring company, to Mayr-Melnhof Karton Aktiengesellschaft as the absorbing company in accordance with the provisions of the spin-off and acquisition agreement of 23 March 2009 and approval of the spin-off and acquisition agreement of 23 March 2009.
Total Amount of Shares and Voting Rights
According to section 83, paragraph 2, number 1 of the Stock Exchange Act (BörseG) we announce that at the time of convening the Shareholders Meeting, 22,000,000 ordinary shares have been issued, with each ordinary share entitling to one vote. On the key date, 03 April 2009, Mayr-Melnhof Karton Aktiengesellschaft held 745,260 own shares for which the right to vote cannot be exercised according to section 114, paragraph 6 of the Companies Act (AktG).
Participation in the Shareholders’ Meeting
In accordance with Art. 17 of the Articles of Association only those shareholders are entitled to participate in the Shareholders’ Meeting who deposit their shares at the Company, with an Austrian notary public or the main subsidiary of a domestic bank by 23 April 2009 at the latest and leave them there until the termination of the Shareholders’ Meeting. The depositories have to submit confirmation of deposit to the Company by 24 April 2009 at the latest.
The Annual Report
The Annual Report for the year 2008 is available to the public as of 8 April 2009 at the Company’s offices in 1041 Vienna, Brahmsplatz 6, as well as at Bank-Austria Creditanstalt AG,1020 Vienna, Lassallestraße 5 and on the Company's website www.mayr-melnhof.com.
Vienna, April 2009 The Management Board
This English version is a translation of the German original text.
Detail on item 7: 
Introduction of Dr. Michael Schwarzkopf
Detail on item 8: Spin-off resolution (only available in German)
Voting Results of the 15th Shareholders' Meeting on April 29, 2009