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Share price EUR 116,40 17:34 GMT 13.11.2018
For Investors

24ᵗʰ General Meeting

Convening
of the 24ᵗʰ Annual General Meeting

We would like to invite our shareholders to the
24th Annual General Meeting of Mayr-Melnhof Karton Aktiengesellschaft 

on Wednesday, April 25th, 2018, at 10.00 a.m.

in Wiener Börsensäle, 
1010 Vienna, Wipplingerstraße 34.

Mayr-Melnhof Karton Aktiengesellschaft
Vienna, Commercial Register No. 81906 a
ISIN AT0000938204

Information

Agenda

  1. Presentation of the annual financial statements including the management report and the corporate governance report, the consolidated financial statements including the management report of the Group, the proposed allocation of profit and the report of the Supervisory Board for the business year 2017.

 

  1. Resolution on the allocation of the profit 
  2. Resolution on the formal approval of the action of the members of the Management Board for the business year 2017
  3. Resolution on the formal approval of the action of the members of the Supervisory Board for the business year 2017
  4. Resolution on the remuneration of the members of the Supervisory Board for the business year 2017
  5. Appointment of the auditor and the Group auditor for the business year 2018

 

Documentation for the Annual Meeting; Provision of Information Online

The following documents in particular will be available online at www.mayr-melnhof.com by April 4th, 2018 at the latest:

  • Annual financial statement and management report,
  • Corporate governance report,
  • Consolidated financial statements and management report of the Group,
  • Proposal for the allocation of profit,
  • Separate non-financial report
  • Report of the Supervisory Board, 

each for the business year 2017 

  • Proposed resolutions as to the items 2 – 6,
  • Form for the grant of a proxy,
  • Form for the revocation of a proxy,
  • Full text of this invitation.

 

Record Date and Participation in the Annual General Meeting

The entitlement to participate in the annual general meeting and to exercise the voting right and all the other shareholders’ rights to be asserted in connection with the annual general meeting is subject to the shareholding at the end of April 15th, 2018, (record date).
Only persons who are shareholders on the record date and provide evidence therefor shall be entitled to participate in the annual general meeting.
The shareholding is to be evidenced by a safe custody receipt in accordance with section 10a of the Stock Corporation Act, to be received by the Company no later than 12.00 midnight on April 20, 2018 (12.00 midnight CEST, Vienna time) exclusively by one of the following methods at one of the addresses stated below:

Submission of the safe custody receipt in text form satisfying the requirements of Section 17 Sub-section 8 of the Articles of Association 

Submission of the safe custody receipt in written form

  • By mail or courier      
    Mayr-Melnhof Karton Aktiengesellschaft
    Investor Relations
    Attn. Mr. Stephan Sweerts-Sporck
    1040 Vienna, Brahmsplatz 6
    Austria
  • By SWIFT
    GIBAATWGGMS
    (Message type MT598 or MT599, ISIN AT0000938204 must be indicated in the text

Shareholders are requested to contact their depositary bank to arrange for a safe custody receipt to be issued and submitted. 
The record date will have no consequences for the saleability of the shares and has no significance for dividend entitlement. 

Safe custody receipt in accordance with 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 and must contain the following data: 

  • Information on the issuer: name of company and address or a code used for transactions between banks,
  • Information on the shareholder: name/ name of company and address, date of birth for individuals, register and number for legal entities under which the legal entity is recorded in its country of origin, if applicable,
  • Information on the shares: number of the shares held by the shareholder, ISIN AT0000938204,
  • Deposit number otherwise another description,
  • Time to which the safe custody receipt refers.

The safe custody receipt as evidence for the shareholding and entitlement to participation in the annual general meeting must refer to the end of the record date of April 15th, 2018 (12.00 midnight CEST, Vienna time).
The safe custody receipt will be accepted in German or in English. 

Proof of identity
Shareholders and their proxies are kindly requested to present an official valid photo identification at registration. 
If you are attending the Ordinary Shareholders’ Meeting as a proxy, please remember to bring the proxy authorization together with official means of identification bearing a photograph. If the original proxy authorization has already been sent to the Company, it will facilitate admission if you have a copy of the document with you.  
Mayr-Melnhof Karton Aktiengesellschaft reserves the right to establish the identity of persons wishing to participate in the Ordinary Shareholders’ Meeting. Admission may be refused if it is not possible to establish the identity.

 

Possibility and Process of Granting Representation of Proxy

Each shareholder who is entitled to participate in the annual general meeting, and who provides the Company with the evidence of such as required in section III of this convening, has the right to appoint a proxy to participate in the annual general meeting in the name of such shareholder and who has the same rights as the shareholder he/she represents.
The proxy must be granted to a specific person (an individual or a legal entity) in text form (section 13 sub-section 2 of the Stock Corporation Act), whereby the proxy may also be granted to several persons.
Proxy may be granted prior to as well as during the annual general meeting. 
For the submission of a proxy we offer the following methods and addresses listed below:

  • By mail or courier            
    Mayr-Melnhof Karton Aktiengesellschaft
    Investor Relations
    Attn. Mr. Stephan Sweerts-Sporck
    1040 Vienna, Brahmsplatz 6
    Austria
  • By Fax     +43 (0) 1 8900 500 93

  • By E-Mail     anmeldung.mm@hauptversammlung.at  (Proxies as PDF)

Proxies must be received at one of the aforementioned addresses no later than
4.00 p.m., on April 24th, 2018, unless presented at the entry and exit control on the day of the annual general meeting.
A proxy form and a form for the revocation of proxy can be downloaded from the Company's website at www.mayr-melnhof.com . We would ask you to always use the forms provided in order to ensure seamless processing.
The proxy forms provided to shareholders contain the details about granting a proxy, in particular about the text form and the content of the proxy. 
If a shareholder grants its depositary bank a proxy (section 10 a of the Stock Corporation Act), it is then sufficient for the bank to present a declaration that it has been granted proxy when submitting the safe custody receipt to the Company in the manner provided for. 
Shareholders are entitled to exercise their rights at the annual general meeting even after granting a proxy. Attendance at the annual general meeting in person will be deemed to be a revocation of a previously granted proxy. 
The aforementioned provisions governing the granting of proxy apply to the cancellation of proxy accordingly.

 

Notice on the Rights of the Shareholders in Accordance with Sections 109, 110, 118 and 119 of the Stock Corporation Act

1.  Additions to the agenda by shareholders in accordance with section 109 of the Stock Corporation Act

Shareholders whose shares together amount to 5 % of the share capital and who have been holders of these shares for a period of at least three months before the application, 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, provided that such request is received by the Company in writing by mail or courier no later than April 4th, 2018, (12.00 midnight CEST, Vienna time) exclusively at the address: Investor Relations Department, Attn. Mr Stephan Sweerts-Sporck, Brahmsplatz 6, 1040 Vienna, Austria. Each agenda item requested in this way must contain a proposal for resolution and justification. The shareholders must provide evidence of their capacity as shareholder by providing a safe custody receipt in accordance with section 10a of the Stock Corporation Act, confirming that the shareholder making the request has been the holder of the shares for a minimum period of three months prior to making the request; such receipt should be issued no longer than 7 days before its presentation to the Company. The other requirements for the safe custody receipt are included in the statements concerning the entitlement to participate in the annual general meeting (section III). 

2. Proposals for resolutions by shareholders for the agenda in accordance with section 110 of the Stock Corporation Act

Shareholders whose shares together amount to 1 % of the share capital may submit written proposals for resolutions for each item on the agenda, including reasons therefore, and request that such proposals, together with the names of the shareholders concerned and any statements thereto by the Management Board or Supervisory Board be made available on the Company’s website entered in the company register, provided such re-quest is received by the Company in text form no later than April 16th, 2018 (12.00 midnight CEST, Vienna time) either by fax to +43 (0) 1 50136 91195 or by mail to Investor Relations Department, Attn. Mr Stephan Sweerts-Sporck, Brahmsplatz 6, 1040 Vienna, Austria, or by e-mail to investor.relations@mm-karton.com , whereby the re-quest must be attached in text form, e.g. PDF, to the e-mail. 
The shareholder status must be evidenced by submission of a safe custody receipt in accordance with section 10a of the Stock Corporation Act, which should be issued no later than 7 days before its presentation to the Company. The other requirements for the safe custody receipt are included in the statements concerning the entitlement to participate in the annual general meeting (section III).

The following applies in the event of the agenda being amended by shareholders in accordance with section 109 of the Austrian Stock Corporation Act to include agenda item “Elections to the Supervisory Board”:
In the event of a proposal for the election of a member of the Supervisory Board, an explanatory statement will be replaced by a declaration in accordance with section 87 paragraph 2 of the Austrian Stock Corporation made by the nominee.
 

3.  Shareholders’ right to receive information in accordance with section 118 of the Stock Corporation Act

Upon request, each shareholder is entitled to receive information on the matters of the Company during the annual general meeting, to the extent that such information is necessary for the proper evaluation of an item on the agenda. The obligation to disclose information also extends to the legal relationships of the company to an affiliated company as well as to the situation of the Group and to the companies included in the consolidated financial statements.
The information may be refused if, in reasonable entrepreneurial assessment, such information is capable of causing serious disadvantage to the company or an affiliated company, or if its disclosure were to constitute a criminal offence.
In accordance with section 19, sub-section 3 of the articles of association, the chair of the annual general meeting may limit the time allowed for shareholders’ questions and statements where this is appropriate. He may order such general and individual limits on the time allowed for questions and statements, in particular at the start of the annual general meeting, but also during its course. 
Requests for information are in general to be stated verbally, but they may also be submitted in writing. 
 
Responses to questions which would require lengthy preparation may be submitted to the Management Board in writing in advance of the annual general meeting in order to keep the timing of the meeting within manageable limits. Questions may be submitted to the Company by fax to +43 (0) 1 50136 91195, or by e-mail to investor.relations@mm-karton.com.

4. Motions by shareholders in accordance with section 119 of the Stock Corporation Act

Each shareholder is entitled to bring motions in respect of any item on the agenda, regardless of the number of shares held. If there is more than one proposal for resolution regarding a particular item on the agenda, section 119 sub-section 3 of the Stock Corporation Act allows the chair to determine the order in which votes on these motions are held. 

The following applies in the event of the agenda being amended by shareholders in accordance with section 109 of the Austrian Stock Corporation Act to include agenda item “Elections to the Supervisory Board”:
A shareholder proposal for the election of a member of the Supervisory Board, however, mandatorily requires the proposal for resolution to be submitted on time in accordance with section 110 of the Austrian Stock Corporation Act: persons for election to the Supervisory Board may only be proposed by shareholders whose combined shares make up at least 1 % of the share capital. Such nominations must be received by the Company no later than April 16th, 2018, in the manner listed above (section V paragraph 2 of Convening the AGM). Each nomination must be accompanied by a declaration in accordance with section 87 paragraph 2 of the Austrian Stock Corporation Act of the nominee listing their technical qualification, professional or similar functions and all circumstances that could give rise to concern regarding bias. Otherwise, the shareholder proposal for the election of a member of the Supervisory Board may not be considered in the vote. 

5. Information on the website

Additional information on the rights of the shareholders in accordance with sections 109, 110, 118 and 119 of the Stock Corporation Act are available on the website of the Company at www.mayr-melnhof.com

 

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