EQS-AGM: Mayr-Melnhof Karton AG: Invitation to the General Meeting according to art. 107 para. 3 Companies Act
EQS-News: Mayr-Melnhof Karton AG / Announcement of the Convening of the
General Meeting
Mayr-Melnhof Karton AG: Invitation to the General Meeting according to
art. 107 para. 3 Companies Act
26.03.2024 / 08:00 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – a service of EQS Group AG.
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 30^th Ordinary Shareholders’ Meeting
We would like to invite our shareholders to the
30^th Ordinary Shareholders’ Meeting of Mayr-Melnhof Karton
Aktiengesellschaft
at 10:00am on Wednesday, April 24^th, 2024,
at the Wiener Börsensäle,
1010 Vienna, Wipplingerstraße 34.
I. AGENDA
1. Presentation of the adopted annual financial statements including the
management report and the consolidated corporate governance report,
the consolidated non-financial 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 2023
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 2023
4. Resolution on the discharge of the members of the Supervisory Board
for the financial year 2023
5. Resolution on the remuneration of the members of the Supervisory Board
for the financial year 2023
6. Appointment of the auditor and the Group auditor as well as the
auditor of the sustainability report for the financial year 2024
7. Resolution on the remuneration report for the financial year 2023
8. Resolution on
a. the authorisation of the Management Board to increase the capital
in accordance with Section 169 AktG [Authorised Capital 2024]
against cash and/or non-cash contributions, including the
authorisation of the Management Board to exclude subscription
rights, combined with the revocation of the existing
authorisation to increase capital [Authorised Capital 2022] and
b. the corresponding amendment to the Articles of Association in
Section 4 (5)
9. Resolution on the authorisation of the Management Board
a. to acquire treasury shares in accordance with Section 65 (1)(8)
as well as (1a) and (1b) AktG both via the stock exchange as well
as off-market to the extent of up to 10 % of the share capital
and excluding proportional selling rights that may be associated
with such an acquisition (inverse exclusion of subscription
rights),
b. in accordance with Section 65 (1b) AktG, decide a method of
disposal for the sale or use of treasury shares other than via
the stock exchange or through a public offering, applying
arrangements corresponding to those relating to the exclusion of
subscription rights for shareholders,
c. reduce the share capital through the cancelation of such treasury
shares without further resolution of the Ordinary Shareholders’
Meeting
10. Resolution on the amendment to the Articles of Association in Section
22
II. 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 [1] www.mm.group/en/ and
[2] https://www.mm.group/en/for-investors/ordinary-shareholders-meeting/
from April 3^rd, 2024 at the latest:
• Annual Report 2023, with consolidated financial statements and Group
management report,
• Annual financial statements with management report 2023,
• Consolidated corporate governance report 2023,
• Consolidated non-financial report 2023,
• Report of the Supervisory Board 2023,
• Remuneration report 2023,
• Proposal for the allocation of profit,
• Resolutions proposed by the Management Board and the Supervisory Board
on agenda items 2 to 10,
• Report by the Management Board on the authorisation of the Management
Board, with the approval of the Supervisory Board, to issue new shares
with the exclusion of subscription rights (agenda item 8 – Authorised
Capital 2024),
• Report by the Management Board in accordance with Section 65 (1b) in
conjunction with Section 170 (2) and Section 153 (4) sentence 2 AktG
concerning agenda item 9 – exclusion of right of subscription or
inverse exclusion of right of subscription, acquisition of treasury
shares,
• Comparison of Articles of Association
• Forms for granting proxy,
• Forms for revoking proxy,
• Full text of this invitation.
III. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ORDINARY
SHAREHOLDERS’ MEETING
The entitlement to participate in the Ordinary Shareholders’ Meeting and
to exercise voting rights and other shareholder rights to be asserted in
the course of this Ordinary Shareholders’ Meeting will be determined by
shareholdings at the close of April 14^th, 2024, (record date).
Only persons who are shareholders on this date and provide evidence
thereof to the Company are entitled to participate in this Ordinary
Shareholders’ Meeting.
For the proof of shareholding on the record date, a safe custody receipt
in accordance with Section 10a AktG is required, which refers to the
record date and which is to be received by the Company no later than
12.00 midnight (CEST) on April 19^th, 2024 exclusively by one of the
following communication methods 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 e-mail [3]anmeldung.mm@hauptversammlung.at
(Please supply any safe custody receipt in PDF format)
By fax +43 1 8900 500 – 50
(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)
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 14^th, 2024, (12.00 midnight, CEST).
The safe custody receipt will be accepted in German or English.
Proof of identity
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.
Shareholders and their proxies are 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 together with official means of identification
bearing a photograph. If the original proxy has already been sent to the
Company, it will facilitate admission if you present a copy of the proxy.
IV. POSSIBILITY OF APPOINTING A PROXY AND THE PROCEDURE TO BE FOLLOWED IN
THIS RESPECT
Every shareholder who is entitled to participate in the Ordinary
Shareholders’ Meeting and who has provided proof of this to the Company in
accordance with the stipulations in section III. of this convening notice
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) AktG), 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 listed below:
By mail or courier
Mayr-Melnhof Karton Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
By e-mail [4]anmeldung.mm@hauptversammlung.at
(Please supply proxy as PDF)
By fax +43 1 8900 500 – 50
By SWIFT
GIBAATWGGMS
(Message type MT598 or MT599, ISIN AT0000938204 must be clearly indicated
in the text)
On the day of the Ordinary Shareholders’ Meeting itself exclusively:
In person upon registration for the Ordinary Shareholders’ Meeting at the
place of the meeting
If the proxy is not handed over in person at the registration desk on the
day of the Ordinary Shareholders’ Meeting, the proxy must be received by
the Company no later than April 23^rd, 2024, 4.00 p.m. CEST, Vienna time.
A form for granting proxy and a form for revoking proxy will be available
on the Company’s website [5] www.mm.group/en/ and
[6] https://www.mm.group/en/for-investors/ordinary-shareholders-meeting/ on
April 3^rd, 2024 at the latest. The use of one of the forms is not
mandatory within the meaning of Section 114 (3) AktG. However, we would
ask you to always use the forms provided in order to ensure seamless
processing.
The form for granting proxy provided to shareholders contain the details
about granting proxy, in particular about the text form and the content of
the authorisation.
If a shareholder grants its depositary bank proxy (Section 10 a AktG), 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 in person at the
Ordinary Shareholders’ Meeting even after granting proxy. Attendance at
the Ordinary Shareholders’ Meeting in person will be deemed to be a
revocation of a previously granted proxy.
The aforementioned conditions governing granting proxy apply to revoking
proxy accordingly.
Independent proxy
As a special service, a representative of IVA – Austrian Shareholder
Association, Feldmühlgasse 22, 1130 Vienna, Austria, will be available to
shareholders as an independent proxy to exercise their voting rights at
the Ordinary Shareholders’ Meeting. Dr. Michael Knap will perform this
function, but may be replaced by another representative of the IVA if he
is unable to do so.
A special proxy form is available for this purpose on the Company’s
website at [7] www.mm.group/en/ or
[8] https://www.mm.group/en/for-investors/ordinary-shareholders-meeting/.
It is also possible to contact Dr. Michael Knap directly via tel. +43 664
213 87 40 or by e-mail at [9]knap.mm@hauptversammlung.at.
Please note that the proxy will accept no instructions to take the floor,
raise objections to shareholder resolutions, ask questions or put forward
motions.
The independent proxy must be given instructions for exercising voting
rights. Voting rights will not be exercised without specific instructions.
Shareholders are entitled to exercise their rights in person at the
Ordinary Shareholders’ Meeting even after granting proxy. Attendance at
the Ordinary Shareholders’ Meeting in person will be deemed to be a
revocation of a previously granted proxy.
V. 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 3^rd, 2024 (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 [10]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 III. 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 its justification, and request that such proposals, together
with the names of the shareholders concerned, the justification to be
attached 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, 2024 (12.00 midnight, CEST) either by mail to Brahmsplatz 6,
1040 Vienna, Investor Relations Department, Attn. Mr. Stephan
Sweerts-Sporck, or by e-mail to [11]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 to the Company. 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 III. 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.
In accordance with section 19 (3) of the Articles of Association, the
chair of the Ordinary Shareholders’ 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 Ordinary Shareholders’
Meeting, but also during its course.
Requests for information are as a general principle to be made verbally,
but they may also be submitted in writing.
Responses to questions requiring lengthy preparation may be submitted to
the Management Board in writing in advance of the Ordinary Shareholders’
Meeting in order to keep the timing of the meeting within manageable
limits. Questions may be submitted to the Company by e-mail to
[12]investor.relations@mm.group.
4. Motions by shareholders in accordance with Section 119 AktG
Each shareholder is entitled to bring motions in respect of any item on
the agenda during the Ordinary Shareholders’ Meeting, regardless of the
number of shares held. The prerequisite for this is proof of eligibility
as defined in this convening notice. If there is more than one proposal
for resolution regarding a particular item on the agenda, section 119 (3)
AktG allows the chair to determine the order in which votes on these
motions are held.
5. Information for shareholders relating to data protection
As controller, Mayr-Melnhof Karton Aktiengesellschaft, 1040 Vienna,
Brahmsplatz 6, 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
[13]privacy@mm.group or via the following contact details of the Data
Privacy Officer:
Dr. Christian Wodnek, LL.M.
Group Data Privacy Officer
c/o Mayr-Melnhof Karton Aktiengesellschaft
1040 Vienna, Brahmsplatz 6
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
[14]www.mm.group/en/.
VI. FURTHER INFORMATION
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 grants one vote in the Ordinary Shareholders’
Meeting.
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.
There are not several classes of shares.
Admission for the collection of voting cards will begin at 09:00am.
Vienna, March 2024
The Management Board
This English version is a translation of the German original text.
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26.03.2024 CET/CEST
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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
Listed: Regulated Unofficial Market in Berlin, Frankfurt (Basic Board),
Munich, Stuttgart, Tradegate Exchange; Vienna Stock Exchange
(Official Market)
End of News EQS News Service
1866399 26.03.2024 CET/CEST
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