Notice of the rights of the shareholders

Notice of the rights of the shareholders in accordance with section 109, 110 and 118 of the Stock Corporation Act


Additional items requested by shareholders to be included in the agenda according to section 109 of the Stock Corporation Act

Shareholders whose shares together amount to 5 % of the share capital may request in writing that additional items be included in the agenda for this annual general meeting and that an announcement be made in this respect. For each item on the agenda a proposal for resolution including reasons therefore must be included. The requesting shareholders have to be holders of the shares for a period of at least three months before the application. Such a request is only relevant when it is received by the company in writing no later than April 3rd, 2013.

Such requests of shareholders must exclusively be directed to

Mayr-Melnhof Karton AG
Investor Relations
attn. Mr. Stephan Sweerts-Sporck
Brahmsplatz 6
1041 Vienna
Austria.

The wording of the item of the agenda and the proposal for resolution must also be provided in German language.

For bearer shares deposited with a custodian, the necessary evidence of qualification as a shareholder entitled to exercise this shareholder right shall be furnished simply by a deposit receipt according to section 10a Stock Corporation Act.

Proposals for resolutions by shareholders according to section 110 Stock Corporation Act

Shareholders whose shares together amount to 1 % of the equity capital may transmit written proposals for resolutions for each item on the agenda and may request that these proposals together with the name of the shareholders, the included reasoning and any statement of the management board or the supervisory board are published on the company’s website. Each proposal must include reasons for it.

Such request is only relevant when it is received in written form by the Company no later than April 15th, 2013.


Such requests of shareholders shall exclusively be directed to

Mayr-Melnhof Karton AG
Investor Relations
attn. Mr. Stephan Sweerts-Sporck
Brahmsplatz 6
1041 Vienna
Austria.

or

via fax to +43 1 50 136 / 91195

or

via e-mail to investor.relations@mm-karton.com, whereby the shareholder’s request is to be attached to the a-mail in a text format e.g. as PDF.

Each proposal for resolution must be provided also in German language.

For bearer shares deposited with a custodian, the necessary evidence of qualification as a shareholder entitled to exercise this shareholder right shall be furnished simply by a deposit receipt according to section 10a of the Stock Corporation Act.

Safe custody receipt in accordance with the section 10a of the Stock Corporation Act

The safe custody receipt must be issued by the depositary bank headquartered in a state which must be either a member state of the European Economic Area or a full member of the OECD.

The safe custody receipt must contain the following data:
• Information on the issuer: name/name of company and address or a code used for transactions between banks
• Information on the shareholder: name/name of company, address, date of birth for individuals, register and register number for legal entities, if applicable
• Information on the shares: number of the shares held by the shareholder, ISIN AT0000938204
• Deposit number and/or another description
• Time to which the safe custody receipt refers

The safe custody receipt shall be submitted in German or English. It shall be done it writing.

Safe custody shall exclusively be directed to

Via mail 
Mayr-Melnhof Karton AG
Investor Relations
z.Hd. Herrn Stephan Sweerts-Sporck
Brahmsplatz 6
1041 Vienna
Austria

Via fax 
+43 1 50 136 / 91195

The safe custody receipt as proof required to exercise the shareholders’ rights with respect to section 109 of the stock corporation act (extension to the agenda) and section 110 of the stock corporation act (proposals of shareholders) shall not be older than 7 days at the time of submission.

The safe custody receipt as proof required to exercise the shareholders’ rights with respect to § 109 of the stock corporation act (extension to the agenda) shall confirm that the applicant has been holder of the shares for at least three months prior the date of application.


Cancellation of physical share certificates

Mayr-Melnhof Karton AG has an obligation to replace all bearer share certificates (physical share certificates) still in circulation with a global certificate and to place this with the OeKB. This was reported at the 18th Annual General Meeting. After the appropriate approval was granted by Vienna Commercial Court on March 30th, 2012, all of the company’s shareholders who hold ordinary bearer shares in physical share certificates were requested by way of three announcements in the “Amtsblatt” (official register) section of the Wiener Zeitung to hand in the share certificates by no later than September 27th, 2012. On the basis of a Management Board resolution passed on October 4th, 2012, the ordinary bearer shares in physical share certificates were cancelled in accordance with secton 67 of the Austrian Stock Corporation Act (AktG) in conjunction with section 262 paragraph 29 of the Stock Corporation Act. The corresponding announcement was made in the “Amtsblatt” section of the Wiener Zeitung on October 16th, 2012.

With the declaration of their cancellation, the share certificates became invalid and they no longer provide the right to participate and vote in the Annual General Meeting of Mayr-Melnhof Karton AG. Shareholders who still possess physical share certificates may hand in the cancelled share certificates to UniCredit Bank Austria AG, 1010 Vienna, Schottengasse 6-8, as the receiving point or to the custodian credit institutes at any time during normal business hours. On the basis of this a credit which corresponds with the number of shares that have been handed in can be posted to a securities deposit account to be advised by the shareholder. In order for shareholders to retain their right to participate in the upcoming Annual General Meeting, they must arrange for this to be done in time so that the credit to the securities deposit account is made by no later than the record date for proof of the shareholding of April 14th, 2013.

Notice of the right of information according to section 118 of the stock corporation act
During the annual general meeting, each shareholder upon his or her request must receive company information to the extent necessary to evaluate an item on the agenda properly. This duty to inform covers all legal and business relationships the corporation has to any affiliated company. If the consolidated statement and the consolidated management report of the parent company (section 244 UGB, Commercial Code) are presented during the annual general meeting, then the duty to inform covers also the group's position and the companies included in the consolidated statement.

This information must comply with the principles of conscientious and faithful reporting.

Information can be refused
1. if upon reasonable corporate judgment the information is suitable to have a material adverse effect on the corporation or an affiliated company, or
2. if disclosure would be a criminal act.

Any shareholder who participates in the general meeting is entitled to information. Even the shareholders' legal or duly authorized representatives have the right to information.

 

The English text is a translation of the original German version.