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Share price EUR 149,00 17:35 GMT 02.12.2020
For Investors

Ordinary Shareholders' Meeting

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

Convening 
of the 26th Ordinary Shareholders’ Meeting

at 10.00 a.m. on Wednesday, April 29th, 2020,
at the Company's Headquarters, 
Brahmsplatz 6, 1040 Vienna,
Austria


The upcoming Ordinary Shareholders' Meeting of Mayr-Melnhof Karton Aktiengesell-schaft scheduled for April 29th, 2020, will be held as a virtual Ordinary Shareholders' Meeting in accordance with the regulations of the Austrian Minister of Justice concerning further details regarding the holding of meetings under corporate law without the physical presence of the participants with a comparable quality of decision-making (COVID-19 regulation under company law – in accordance with Section 1 of the COVID-19 Act under company law, Federal Gazette No. I No. 16/2020 – COVID-19 Act). The COVID-19 regulation under company law was not yet available at the time the Ordinary Share-holders' Meeting was convened.

The shareholders themselves cannot be physically present at the forthcoming Ordinary General Meeting for the duration of measures that are being taken to prevent the spread of COVID-19. As the aforementioned COVID-19 regulation under company law had not yet been officially issued at the time the Ordinary Shareholders' Meeting was convened, the Management Board would refer you to information on the organizational and tech-nical requirements for participating in the virtual Ordinary Shareholders' Meeting and exercising the right to information, filing motions, voting and any objections in the virtual Ordinary Shareholders' Meeting, which will be accessible on the Company's website at www.mayr-melnhof.com from April 8th, 2020. 

Depending on circumstances, the Management Board reserves the right to (i) cancel the Ordinary Shareholders' Meeting if the reliable conduct of the Ordinary Shareholders' Meeting on April 29th, 2020, does not appear to be assured or (ii) to hold the Ordinary Shareholders' Meeting physically if the measures taken to prevent the spread of COVID-19 are no longer maintained and it is possible to hold a physical meeting. 

Management Board
 

Video Introduction and Report of the Management Board (German only)

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 financial year 2019

2.    Resolution on the allocation of the balance sheet profit
3.    Resolution on the discharge of the members of the Management Board for the financial year 2019
4.    Resolution on the discharge of the members of the Supervisory Board for the financial year 2019
5.    Resolution on the remuneration of the members of the Supervisory Board for the business year 2019
6.    Appointment of the auditor and the Group auditor for the business year 2020
7.    Election of the Supervisory Board
8.    Resolution on the remuneration policy
 

Documentation for the Ordinary Shareholders' Meeting; Provision of Information online 

The following documents in particular will be available from April 8th, 2020,  on the Company's website listed in the commercial register at www.mayr-melnhof.com under the headings "For investors" and "Ordinary Shareholders’ Meeting”:

•   Information on the organizational and technical requirements for participating in the virtual Ordinary Shareholders' Meeting and exercising the right to information, making motions, casting  votes and raising any objections at the virtual Ordinary Shareholders' Meeting, 
•    Annual report with management report,
•    Corporate governance report,
•    Consolidated financial statements and Group management report,
•    Proposal for the appropriation of earnings,
•    Separate non-financial report,
•    Report of the Supervisory Board,
each for the business year 2019
•    Proposed resolutions as agenda items 2 – 8,
•    Declarations of the candidates for election to the Supervisory Board relating to item 7 of the agenda in accordance with Section 87 (2) AktG (Austrian Stock Corporation Act), including curriculum vitae,
•    Remuneration policy in accordance with Section 78a in conjunction with Section 98a of the Austrian Stock Corporation Act under agenda item 8;
•    Form for the granting of a proxy,
•    Form for revoking a power of attorney,
•    Full text of this invitation.
 

Record date and requirements for participation in the Ordinary Shareholders' Meeting

The entitlement to participate in the Ordinary Shareholders’ Meeting and to exercise the voting right and all the other shareholders’ rights to be asserted in connection with the Ordinary Shareholders’ Meeting is subject to the shareholding at the end of April 19th, 2020, (record date).
Only persons who are shareholders on the record date and provide evidence therefor will be entitled to participate in the Ordinary Shareholders’ Meeting.
The shareholding is to be evidenced by a safe custody receipt in accordance with Section 10a of the Austrian Stock Corporation Act, to be received by the Company no later than 12.00 midnight (CEST, Vienna time) on April 24th, 2020, exclusively by one of the following methods communication at one of the addresses stated below:
 

(i) Submission of a safe custody receipt in text form meeting the requirements of section 17 paragraph 8 of the Articles of Association

By Fax         +43 (0) 1 8900 500 93
By E-Mail     anmeldung.mm@hauptversammlung.at  
(Please supply any safe custody receipts in PDF format)

(ii) Submission of the safe custody receipt in written form

By mail or courier   
Mayr-Melnhof Karton Aktiengesellschaft
Investor Relations
Attn. Mr. Stephan Sweerts-Sporck
Brahmsplatz 6, 1040 Vienna
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 salability 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/name of company and address or a code used for transactions between banks (BIC),
•    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 shares held by the shareholder, ISIN AT0000938204 (International Securities Identification Number),
•    Custodian account number or other description,
•    Date to which the safe custody receipt refers.
The safe custody receipt as evidence for the shareholding and entitlement to participation in the Ordinary Shareholders’ Meeting must refer to the record date of April 19th, 2020, (12.00 midnight CEST, Vienna time).
The safe custody receipt will be accepted in German or in English. If the safe custody receipt is to serve as evidence of the status as shareholder, it must not be older than seven days at the time of its presentation to the Company.
 

Appointing a proxy and process to be followed 

Each shareholder who is entitled to participate in the Ordinary Shareholders’ Meeting, and who provides the Company with the evidence of such as required in Section III of this invitation, has the right to appoint a proxy to participate in the Ordinary Shareholders’ Meeting on behalf of such shareholder and who will have 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 writing (Section 13 (2) of the Austrian Stock Corporation Act), whereby the proxy may also be granted to several persons.
Proxy may be granted prior to as well as during the Ordinary Shareholders’ Meeting. 
The proxy must be received by the Company exclusively at one of the addresses stipulated 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  
(Please supply proxy authorization in PDF format)
By SWIFT    GIBAATWGGMS
Message type MT598 or MT599,
ISIN AT0000938204 must be indicated in the text)

On the day of the Ordinary Shareholders' Meeting itself exclusively:
In person   On registration for the Ordinary Shareholders' Meeting at the venue

Proxies must be received at one of the aforementioned addresses by 4.00 p.m. (CEST, Vienna time) on April 28th, 2020,, unless presented at the entrance on the day of the Ordinary Shareholders’ Meeting.
A proxy form and a form for the revocation of proxy will be accessible on the Company's website at www.mayr-melnhof.com  under the headings "For investors" and "Ordinary Shareholders’ Meeting”.  from April 8th, 2020 . The use of one of the forms is not mandatory within the meaning of Section 114 (3) of the Austrian Stock Corporation Act. However, we would ask you to always use the forms provided in order to ensure seamless processing.
If the proxy form is not handed over in person in the course of registration on the day of the Ordinary Shareholders’ Meeting, the proxy form is to be received by the Company no later than 4.00 p.m. Vienna time on April 28th, 2020.
The proxy forms provided to shareholders contain the details about granting a proxy, in particular about the text form and the purport of the authorization. 
If a shareholder grants its depositary bank a proxy (Section 10a of the Austrian 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. 
The aforementioned conditions governing the granting of proxy apply to the cancelation of proxy accordingly. 

Independent proxy
Shareholders will not be physically present at the virtual Ordinary Shareholders' Meeting. In particular, motions may only be submitted, votes cast, and any objections raised at the virtual meeting by a proxy proposed by the Company. The independent proxy or proxies, including their contact details, as well as a special form for granting power of attorney bound by instructions, will be available from April 8th, 2020 in the relevant information on the Company's website at www.mayr-melnhof.com. 

 

Notice of the Rights of the Shareholders in Accordance with Sections 109, 110, 118 and 119 of the Austrian Stock Corporation Act (AKTG)

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

Shareholders whose shares individually or 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 Ordinary Shareholders’ 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 12.00 midnight (CEST, Vienna time) on  April 8th, 2020, exclusively at the address: Brahmsplatz 6, 1040 Vienna, Investor Relations Department, Attn. Mr. Stephan Sweerts-Sporck. Each agenda item requested in this way must contain a proposal for resolution and justification. The agenda item and the proposed resolution, but not its justification, must in any case also be written in German. The shareholder must provide evidence of their capacity as shareholder by providing a safe custody receipt in accordance with Section 10a of the Austrian 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. Several safe custody receipts for shares, which only together represent the participation level of 5%, must refer to the same time (day, time). The other requirements for the safe custody receipt are included in the statements concerning the entitlement to participate in the Ordinary Shareholders’ Meeting (Section III).

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

Shareholders whose shares individually or together amount to 1 % of the share capital may submit written proposals for resolutions for each item on the agenda, including reasons for them, 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 website listed in the company register, provided such request is made in text form within the meaning of Section 13 (2) of the Austrian Stock Corporation Act and received by the Company no later than April 20th, 2020, (12.00 midnight, CEST, Vienna time) either by fax to +43 (0) 1 50136 91195 or by mail to Brahmsplatz 6, 1040 Vienna, Investor Relations Department, Attn. Mr. Stephan Sweerts-Sporck, or by e-mail to investor.relations@mm-karton.com, whereby the request must be attached to the e-mail in text form within the meaning of Section 13 (2) of the Austrian Stock Corporation Act, for example as a PDF file. 
If text form within the meaning of Section 13 (2) of the Austrian Stock Corporation Act is required for declarations, the declaration must be made in a document or in another manner suitable for permanent reproduction in writing, the person making the declaration must be named, and the conclusion of the declaration must be made recognizable by reproduction of the signature or otherwise. The proposed resolution, but not its justification, must in any case also be written in German.
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 (2) of the Austrian Stock Corporation Act made by the nominee. 
The shareholder status must be evidenced by submission of a safe custody receipt in accordance with Section 10a of the Austrian Stock Corporation Act, which should be issued no earlier than 7 days before its presentation. Several safe custody receipts for shares, which only together represent the participation level of 1 %, must refer to the same time (day, time). The other requirements for the safe custody receipt are included in the statements concerning the entitlement to participate in the Ordinary Shareholders’ Meeting (Section III).

3.    Disclosures in accordance with Section 110 (2) sentence 2 in conjunction with Sections 86 (7) and (9) of the Austrian Stock Corporation Act
It should be noted that the Company is not subject to the scope of application of Section 86 (7) of the Austrian Stock Corporation Act and that the minimum shareholding requirement pursuant to Section 86 (7) is not applicable.

4.     Shareholders’ right to information in accordance with Section 118 of the Aus-trian Stock Corporation Act
Upon request, each shareholder is entitled to receive information on the matters of the Company during the Ordinary Shareholders’ 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, and 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 offense.
Questions should be submitted to the Management Board in text form in good time before the Ordinary Shareholders' Meeting in order to ensure that meeting can be held efficiently. 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.
Express reference is made to the information already mentioned at the beginning, in particular regarding the exercise of the shareholders' right to information in accordance with Section 118 of the Austrian Stock Corporation Act, which will be available on the Company's website from April 8th, 2020. 

5.    Motions by shareholders in accordance with Section 119 of the Austrian Stock Corporation Act
Every shareholder is entitled to submit proposals to any item on the agenda during the Ordinary Shareholders’ Meeting – irrespective of a specific shareholding. The prerequisite for this is proof of eligibility to participate as defined in this invitation. If there is more than one proposal for resolution regarding a particular item on the agenda, Section 119 (3) of the Austrian Stock Corporation Act allows the chair to determine the order in which votes on these motions are held. 
A shareholder proposal for the election of members of the Supervisory Board, however, requires the draft resolution to be submitted on time in accordance with Section 110 of the Austrian Stock Corporation Act: 
Persons for election to the Supervisory Board (item 7 on the agenda) 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 by  April 20th, 2020, in the manner listed above (Section V (2)). Each nomination must be accompanied by a declaration in accordance with Section 87 (2) of the Austrian Stock Corporation Act made by the nominee listing their professional or similar functions and all other circumstances that could give rise the cause for concern regarding partiality.
Otherwise, the shareholder proposal for the election of a member of the Supervisory Board may not be considered in the vote.
Express reference is made to the information already mentioned at the beginning, in particular regarding the exercise of the shareholders' right to submit motions pursuant to Section 119 of the Austrian Stock Corporation Act, which will be available on the Company's website from April 8th, 2020. 

6.    Information on the website
Further information on these shareholder rights in accordance with Sections 109, 110, 118 and 119 of the Austrian Stock Corporation Act, in particular in accordance with the COVID-19 Regulation under company law, will be available on the Company's website at www.mayr-melnhof.com under the headings "For Investors" and "Ordinary Shareholders' Meeting”  from April 8th, 2020.

7.    Information for shareholders regarding data processing
As controller, Mayr-Melnhof Karton Aktiengesellschaft, Brahmsplatz 6, A-1040 Vienna, processes shareholders’ personal data (in particular those in accordance with Sec-tion 10a (2) of the Austrian Stock Corporation Act, i.e. name , address, date of birth, securities account number, number of shares held by the shareholder, possible class of shares, voting slip number, and where applicable name and date of birth of any proxy) in order to enable shareholders to participate and exercise their rights during the Ordinary Shareholders’ Meeting. These data are supplied to Mayr-Melnhof Karton AG directly by the data subjects or, at their instruction, by banks administering their securities accounts.
The legal basis for such processing is article 6 (1) c) of the GDPR. The processing of shareholders’ personal data is essential for shareholders and their representatives to participate in the Ordinary Shareholders’ Meeting and to hold it in accordance with the Austrian Stock Corporation Act, as it is not possible to participate and exercise rights properly without the provision of data.  
Mayr-Melnhof Karton Aktiengesellschaft employs external service businesses such as notaries public, attorneys, banks and IT service providers in order to hold the Ordinary Shareholders’ Meeting. They only receive such personal data from Mayr-Melnhof Karton Aktiengesellschaft that are necessary for them to perform the service they are commissioned to provide. There is no intention to transfer data to locations outside of the EEA/EU. If a shareholder attends the Ordinary Shareholders’ Meeting, all other shareholders present, or their representatives, members of the Management Board or Supervisory Board, the notary public and all other persons with a legal right of participation may inspect the attendance list prescribed by law (Section 117 of the Austrian Stock Corporation Act) and view the personal data listed therein (including name, place of residence, shareholding). Mayr-Melnhof Karton Aktiengesellschaft is also legally obliged to submit personal data of shareholders (in particular the attendance list) to the commercial register as part of the notarial record (Section 120 of the Austrian Stock Corporation Act).
Shareholder data are anonymized or erased as soon as they are no longer required for the purpose for which they were collected or processed unless other legal obligations require their further storage. Legal obligations to provide documentary proof and retain data arise in particular in connection with company, stock corporation and takeover legislation, tax and fiscal legislation and money-laundering provisions. In the context of clarifying and asserting claims, and possible in connection with legal proceedings, it may in individual cases be necessary to store data for the duration of the limitation period plus the time until the legal proceedings have been finally concluded.

Every shareholder has a right to information, rectification, restriction, objection and erasure at all times with regard the processing of personal data and also has a right to data portability in accordance with Chapter III GDPR. 

Shareholders may assert these rights against Mayr-Melnhof Karton Aktiengesellschaft at no charge via the e-mail address datenschutz@mayr-melnhof.com or via the following  contact details of the Data Protection Officer:
Dr. Thomas Balzer 
Mayr-Melnhof Karton Aktiengesellschaft
Fax: +43 (0)1 501 36 - 91016
In addition, shareholders have a right to lodge a complaint with the data protection supervisory authority in accordance with article 77 GDPR. 
You can find additional information concerning data protection in the data policy statement on the Mayr-Melnhof Karton Aktiengesellschaft website at www.mayr-melnhof.com.

 

 

1.    Total number of shares and voting rights
At the time the Ordinary Shareholders’ Meeting is convened, the share capital of the Company amounts to EUR 80,000,000 divided into 20,000,000 no-par shares. Each share permits one vote. The total number of shares and voting rights at the time the Ordinary Shareholders’ Meeting is convened is therefore 20,000,000. At the time the Ordinary Shareholders’ Meeting is convened, the Company does not hold any own shares. 
Any change in the number of own shares held by the Company up to the Ordinary Shareholders' Meeting, and thus in the total number of voting rights, will be announced at the meeting.

2.    Transmission of the Ordinary Shareholders' Meeting via the Internet
It is intended to broadcast the entire Ordinary Shareholders' Meeting on the Internet. 
All shareholders of the Company can follow the Ordinary Shareholders' Meeting on the Internet at www.mayr-melnhof.com on April 29th, 2020 from approx. 10:00 a.m. 

Vienna, March 2020     The Management Board


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

 

 

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