EQS-News: Mayr-Melnhof Karton AG: Invitation to the General Meeting according to art. 107 para. 3 Companies Act
EQS-News: Mayr-Melnhof Karton AG / Key word(s): AGM/EGM
Mayr-Melnhof Karton AG: Invitation to the General Meeting according to
art. 107 para. 3 Companies Act
29.03.2022 / 08:00
The issuer is solely responsible for the content of this announcement.
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Mayr-Melnhof Karton Aktiengesellschaft
Vienna, Commercial Register No. 81906 a
ISIN AT0000938204
(„Company“)
Convening of the 28^th Ordinary Shareholders‘ Meeting
Mayr-Melnhof Karton Aktiengesellschaft
for 10:00 am, CEST, on Wednesday, April 27^th, 2022
Location of the Shareholders‘ Meeting as set out in Section 106 (1) of the
Austrian Stock Corporation Act (AktG)
in the Wiener Börsensäle, 1010 Vienna, Wipplingerstrasse 34
I. ORDINARY SHAREHOLDERS‘ MEETING AS A VIRTUAL EVENT
1. COVID-19 Company Law Act (COVID-19-GesG) and COVID-19 Company Law
Ordinance (COVID-19-GesV)
In the interests of affording shareholders and other participants the
safest possible means of protection, the Management Board has decided to
make use of the legal provision for a virtual Ordinary Shareholders‘
Meeting.
The Ordinary Shareholders‘ Meeting of Mayr-Melnhof Karton
Aktiengesellschaft on April 27^th, 2022, will be held as a „virtual
Ordinary Shareholders‘ Meeting“ in accordance with Section 1 (2)
COVID-19-GesG, Federal Law Gazette I No. 16/2020 as amended by Federal Law
Gazette I No. 246/2021 and COVID-19-GesV (Federal Law Gazette II No.
140/2020 as amended by Federal Law Gazette II No. 609/2021), taking into
account the interests of both the Company and the participants.
This means that, in accordance with the resolution of the Management
Board, shareholders and their representatives (with the exception of the
special proxies as defined in Section 3 (4) COVID-19-GesV) cannot be
physically present at the Ordinary Shareholders‘ Meeting of Mayr-Melnhof
Karton Aktiengesellschaft on April 27^th, 2022.
The virtual Shareholders‘ Meeting will be held in the physical presence of
the Chairman of the Supervisory Board, at least one Deputy Chairman of the
Supervisory Board, the Chairman of the Management Board as well as the
other members of the Management Board, the certifying public notary and
the four special proxies nominated by the Company in the Wiener
Börsensäle, 1010 Vienna, Wipplingerstrasse 34.
Holding the Ordinary Shareholders‘ Meeting as a virtual Ordinary
Shareholders‘ Meeting in accordance with COVID-19-GesV will result in
modifications to the proceedings of the Ordinary Shareholders‘ Meeting as
well as to how shareholders‘ rights are exercised.
Voting rights, the right to submit motions for resolutions and the right
to object will be exercised exclusively by one of the special proxies
proposed by the Company in accordance with Section 3 (4) COVID-19-GesV.
The right to information can be exercised in the virtual Ordinary
Shareholders‘ Meeting by the shareholders themselves by way of electronic
communication, namely by submitting the questions in text form exclusively
by e-mail directly to the Company’s e-mail address
fragen.mm@hauptversammlung.at, provided that the shareholders have
submitted a safe custody receipt as defined in Section 10a AktG in due
time in accordance with section IV and have authorized a special proxy in
accordance with section V.
2. Transmission of the Ordinary Shareholders‘ Meeting via the Internet
The Ordinary Shareholders‘ Meeting will be broadcast in full acoustically
and visually in real time on the Internet in accordance with Section 3
(1), (2) and (4) COVID-19-GesV in conjunction with Section 102 (4) AktG.
This is permissible under data protection legislation having regard to the
legal basis provided by Section 3 (1), (2) and (4) COVID-19-GesV.
All shareholders of the Company can participate in the Ordinary
Shareholders‘ Meeting on April 27^th, 2022, starting at approximately
10:00 am, CEST, using suitable technical means (e.g. computer, laptop,
tablet or smartphone, as well as an Internet connection with sufficient
bandwidth for streaming videos) over the Internet at www.mm.group/en/ as a
virtual shareholders‘ meeting. No registration or login is required to
follow the Ordinary Shareholders‘ Meeting.
Broadcasting the Company’s virtual Ordinary Shareholders‘ Meeting over the
Internet gives all shareholders the opportunity to follow the proceedings
of the Ordinary Shareholders‘ Meeting, and in particular the presentation
by the Management Board, the replies to shareholders‘ questions, and the
voting procedure in real time through this one-way audio and visual link.
It should be noted that this live transmission as a virtual Ordinary
Shareholders‘ Meeting does not allow remote participation (Section
102(3)(2) AktG) or remote voting (Section 102(3)(3) AktG and Section 126
AktG) and that the transmission over the Internet is not a two-way
communication. The individual shareholder can therefore only follow the
course of the Ordinary Shareholders‘ Meeting. Shareholders will therefore
be unable to make a request to speak via this link.
It should also be noted that the Company is only responsible for the use
of technical communications equipment to the extent that this can be
attributed to its area of responsibility (Section 2 (6) COVID-19-GesV).
For the rest, reference is made to the information on the organizational
and technical requirements for participation in accordance with Section 3
(3) in conjunction with Section 2 (4) COVID-19-GesV („Participation
Information“).
II. AGENDA
1. Presentation of the annual financial statements including the
management report and the consolidated 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 2021
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 2021
4. Resolution on the discharge of the members of the Supervisory Board
for the financial year 2021
5. Resolution on the remuneration of the members of the Supervisory Board
for the financial year 2021
6. Appointment of the auditor and the Group auditor for the financial
year 2022
7. Resolution on the remuneration report
8. Resolution on the revised principles for the remuneration
(remuneration policy) of the members of the Management Board and the
Supervisory Board
9. Resolution on
a) the creation of Authorized Capital [Authorized Capital 2022]
(i) in full compliance with the statutory subscription right, as
well as in the sense of the indirect subscription right in accordance
with Section 153 (6) AktG,
(ii) with authorization to exclude subscription rights,
(iii) with the possibility of issuing the new shares against
non-cash contributions
and
b) the amendment of the Articles of Association by the addition of
a new Section 4 (5)
III. DOCUMENTS FOR THE ORDINARY SHAREHOLDERS‘ MEETING; PROVISION OF
INFORMATION ONLINE
In accordance with Section 108 (3) and (4) AktG, the following documents
in particular will be available on the Company’s website as entered in the
commercial register at www.mm.group/en/ and
https://www.mm.group/en/for-investors/ordinary-shareholders-meeting/ from
April 6^th, 2022 at the latest:
• Participation Information: Information on the organizational and
technical requirements for participation in accordance with Section 3
(3) in conjunction with Section 2 (4) COVID-19-GesV,
• Annual Report 2021, with consolidated financial statements and Group
management report,
• Annual financial statements with management report 2021,
• Consolidated corporate governance report 2021,
• Consolidated non-financial report 2021,
• Report of the Supervisory Board 2021,
• Remuneration report 2021,
• Remuneration policy 2022 (revised principles for the remuneration of
the members of the Management Board and the Supervisory Board),
• Proposal for the appropriation of earnings,
• Resolutions proposed by the Management Board and the Supervisory Board
on agenda items 2 to 9,
• Report of the Management Board in accordance with section 170 (2) AktG
in conjunction with section 153 (4) sentence 2 AktG on agenda item 9 –
Exclusion of subscription rights, authorized capital,
• Authorization form for the special proxies in accordance with Section
3 (4) COVID-19-GesV,
• Question form,
• Form for revoking a power of attorney,
• Full text of the notice convening the 28^th Ordinary Shareholders‘
Meeting.
IV. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ORDINARY
SHAREHOLDERS‘ MEETING
The entitlement to participate in the virtual Ordinary Shareholders‘
Meeting and to exercise voting rights and other shareholder rights to be
asserted in the course of this virtual Ordinary Shareholders‘ Meeting in
accordance with COVID-19-GesG and COVID-19-GesV will be determined by
shareholdings at the close of April 17^th, 2022, (12.00 midnight, CEST)
(record date).
Only persons who are shareholders on the record date and provide evidence
thereof to the Company are entitled to participate in and exercise their
shareholder rights in this virtual Ordinary Shareholders‘ Meeting in
accordance with COVID-19-GesG and COVID-19-GesV.
The shareholding is to be evidenced by submission of a safe custody
receipt in accordance with section 10a AktG, to be received by the Company
no later than 12.00 midnight (CEST) on April 22^nd, 2022 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 item V section 17 (8) of the Articles of Association
By fax +43 1 8900 500 – 93
By e-mail anmeldung.mm@hauptversammlung.at
(Please supply any safe custody receipt in PDF format)
(ii) Submission of the safe custody receipt in written form
By mail or courier
Mayr-Melnhof Karton Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
By SWIFT
GIBAATWGGMS
(Message type MT598 or MT599, ISIN AT0000938204 must be clearly indicated
in the text)
It will not be possible to appoint a special proxy and to exercise the
shareholders‘ right to information without a safe custody receipt being
received by the Company in due time.
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 AktG
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 (Section 10a (2) AktG):
• Information on the issuer: name/name of company and address or a code
used for transactions between banks (SWIFT code),
• 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, securities account number, or other
designation,
• Time or period to which the safe custody receipt relates.
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 17^th, 2022, (12.00 midnight, CEST).
The safe custody receipt will be accepted in German or English.
V. APPOINTMENT OF A SPECIAL VOTING PROXY AND THE PROCEDURE TO BE
FOLLOWED IN THIS RESPECT
Every shareholder who is entitled to participate in the virtual Ordinary
Shareholders‘ Meeting in accordance with COVID-19-GesG and COVID-19-GesV
and who has provided proof of this to the Company in accordance with the
stipulations in section IV of this convening notice has the right to
appoint a special proxy.
In accordance with Section 3 (4) COVID-19-GesV, the submission of a
proposal for a resolution, the casting of votes and the raising of an
objection at this virtual Ordinary Shareholders‘ Meeting of Mayr-Melnhof
Karton Aktiengesellschaft on April 27^th, 2022, may only be performed by
one of the special proxies, whose costs are borne by the Company.
The following persons, who are eligible and independent of the Company,
are proposed as special proxies:
(i) Attorney Dr. Marie-Agnes Arlt, LL.M.
c/o a2o.legal – Kooperation selbständiger Rechtsanwälte
1010 Vienna, Ebendorferstrasse 6/10
arlt.mm@hauptversammlung.at
(ii) Dr. Michael Knap,
Member of the Management Board
IVA Interessenverband für Anleger
1130 Vienna, Feldmühlgasse 22
knap.mm@hauptversammlung.at
(iii) Thomas Niss,
c/o Coown Technologies GmbH
1040 Vienna, Gusshausstrasse 3/2
niss.mm@hauptversammlung.at
(iv) Attorney Ewald Oberhammer, LL.M.
c/o Oberhammer Rechtsanwälte GmbH
1010 Vienna, Karlsplatz 3/1
oberhammer.mm@hauptversammlung.at
Each shareholder may select one of the four persons named above as his or
her special proxy and issue a power of attorney to this person.
The granting of a power of attorney to another person is not permissible
in accordance with Section 3 (4) COVID-19- GesV.
A separate authorization form is available on April 6^th, 2022 at the
latest on the Company’s website at www.mm.group/en/ or
https://www.mm.group/en/for-investors/ordinary-shareholders-meeting/ for
the purpose of granting power of attorney to the special proxies. You are
requested to use this authorization form.
The regulations contained in the Participation Information must be
observed with regard to the granting of powers of attorney, the
transmission options provided for this purpose and the deadlines.
Personal delivery of the power of attorney at the place of assembly is
explicitly excluded.
VI. NOTICE OF THE RIGHTS OF THE SHAREHOLDERS IN ACCORDANCE WITH
SECTIONS 109, 110, 118 AND 119 AKTG
1. Additions to the agenda by shareholders in accordance with Section
109 AktG
Shareholders whose shares individually or collectively amount to 5% of the
share capital and who have been holders of such shares for at least three
months prior to the application may request in writing that additional
items be included in the agenda of this Ordinary Shareholders‘ Meeting and
announced, provided that such request is made in writing and sent by post
or courier to the Company no later than April 6^th, 2022 (12.00 midnight,
CEST) exclusively to the address 1040 Vienna, Brahmsplatz 6, Investor
Relations Department, Attn. Mr. Stephan Sweerts-Sporck, or by e-mail, with
a qualified electronic signature to investor.relations@mm.group or by
SWIFT to the address GIBAATWGGMS. „In writing“ means signed by hand or in
the company name of each applicant or, if by e-mail, with a qualified
electronic signature or, if by SWIFT, with Message Type MT598 or Type
MT599, and it is essential that ISIN AT0000938204 be indicated in the
text.
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 AktG,
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).
Reference is made to the statements concerning eligibility to participate
with regard to the other requirements for the safe custody receipt
(section IV. of this convening notice).
2. Proposals for resolutions by shareholders for the agenda in
accordance with Section 110 AktG
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 therefor, 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 entered in the company register, provided such request is received
by the Company no later than April 15^th, 2022 (12.00 midnight, CEST)
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.group, whereby the request must be
in a text form, e.g. PDF, and attached to the e-mail. If text form within
the meaning of Section 13 (2) AktG 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.
The shareholder status must be evidenced by submission of a safe custody
receipt in accordance with Section 10a AktG, which should be issued no
earlier than seven 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).
Reference is made to the statements concerning eligibility to participate
with regard to the other requirements for the safe custody receipt
(section IV. of this convening notice).
3. Shareholders‘ right to information in accordance with Section 118
AktG
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.
A prerequisite for the exercise of the shareholders‘ right to information
is the proof of eligibility to attend (section IV. of the convening
notice) and the granting of a corresponding power of attorney to the
special proxy (section V. of the convening notice).
Explicit reference is made to the fact that the right to information and
the right to speak during this virtual Ordinary Shareholders‘ Meeting may
be exercised by the shareholders themselves by way of electronic mail
exclusively by transmitting questions or the contribution by e-mail
directly to the Company exclusively at the e-mail
address fragen.mm@hauptversammlung.at.
Shareholders are requested to submit all questions in advance in text form
by e-mail to the address fragen.mm@hauptversammlung.at so that they are
received by the Company no later than the third working day prior to the
Ordinary Shareholders‘ Meeting, i.e. by April 22^nd, 2022. This serves to
ensure the efficiency of the meeting in the interest of all participants
in the Ordinary Shareholders‘ Meeting, in particular for issues that
require a lengthy period of preparation.
This will allow the Management Board to prepare as accurately as possible
and to answer the questions you ask as promptly as possible.
We would ask you to use the question form, which is available on the
Company’s website at www.mm.group/en/ and
https://www.mm.group/en/for-investors/ordinary-shareholders-meeting/. If
this question form is not used, the person (name/company, date of
birth/company register number of the shareholder) must be named in the
corresponding e-mail. We would also ask you to include your custodian
account number in the e-mail in order to enable the Company to establish
the identity of and conformity with the safe custody receipt.
Please note that the Chair may impose reasonable time restrictions during
the Ordinary Shareholders‘ Meeting.
More detailed information and procedures for the exercise of shareholders‘
right to information in accordance with Section 118 AktG are set out in
the Participation Information.
4. Motions by shareholders in accordance with Section 119 AktG
Every shareholder is entitled – irrespective of a specific shareholding –
to submit motions at the virtual Ordinary Shareholders‘ Meeting in
accordance with the provisions of COVID-19-GesG and COVID-19-GesV through
his or her special proxy for each item on the agenda.
However, motions may only be transmitted to the proxy authorized by the
relevant shareholder and submitted by the latter at the Ordinary
Shareholders‘ Meeting.
The point in time up to which instructions on the submission of motions to
the special proxy are possible will be determined by the Chair in the
course of the virtual Ordinary Shareholders‘ Meeting.
The prerequisite for this is proof of the right to participate in
accordance with section IV of this convening notice and the granting of a
corresponding power of attorney to a special proxy in accordance with
section V of this convening notice.
Further information and procedures for the exercise of the shareholders‘
right to submit applications in accordance with Section 119 AktG are set
out in the Participation Information.
5. Information for shareholders relating to data protection
As controller, Mayr-Melnhof Karton Aktiengesellschaft, Brahmsplatz 6,
A-1040 Vienna, processes shareholders‘ personal data (in particular those
in accordance with Section 10a (2) AktG, 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
Aktiengesellschaft 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, 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 AktG) 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 AktG).
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 privacy@mm.group or
via the following contact details of the Data Protection Officer:
Dr. Thomas Balzer
c/o Mayr-Melnhof Karton Aktiengesellschaft
1040 Vienna, Brahmsplatz 6
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.mm.group/en/.
VII. FURTHER INFORMATION
1. Total number of shares and voting rights
At the time the virtual 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 grants one vote in the virtual
Ordinary Shareholders‘ Meeting.
The total number of shares and voting rights at the time the virtual
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.
There are not several classes of shares.
2. No attendance in person
We would again explicitly point out that when the upcoming Ordinary
Shareholders‘ Meeting is held as a virtual Ordinary Shareholders‘ Meeting
in accordance with the COVID-19-GesV, neither shareholders nor guests will
be admitted in person to the venue of the Ordinary Shareholders‘ Meeting.
Vienna, March 2022
The Management Board
The English version is a translation of the German original text.
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29.03.2022 This Corporate News was distributed by EQS Group AG.
www.eqs.com
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Language: English
Company: Mayr-Melnhof Karton AG
Brahmsplatz 6
1040 Wien
Austria
Phone: 0043 1 501 36 91180
Fax: 0043 1 501 36 91391
E-mail: investor.relations@mm.group
Internet: www.mm.group
ISIN: AT0000938204
WKN: 93820
Indices: ATX
Listed: Regulated Unofficial Market in Berlin, Frankfurt (Basic
Board), Munich, Stuttgart; Vienna Stock Exchange (Official
Market)
EQS News ID: 1312665
End of News EQS News Service
1312665 29.03.2022
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