DGAP-AGM: Mayr-Melnhof Karton AG: Convening of the 25th Ordinary Shareholders' Meeting

 
       
I.       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 2018
2. Resolution on the allocation of the profit
3. Resolution on the formal approval of the action of the members of the Management Board for the business year 2018
4. Resolution on the formal approval of the action of the members of the Supervisory Board for the business year 2018
5. Resolution on the remuneration of the members of the Supervisory Board for the business year 2018
6. Appointment of the auditor and the Group auditor for the business year 2019
7. Resolution on the authorization of the Management Board to    

II.      DOCUMENTS FOR THE ORDINARY SHAREHOLDERS' MEETING; PROVISION OF INFORMATION ONLINE
The following documents in particular will be available on the website listed in the commercial register at www.mayr-melnhof.com from April 3^rd, 2019 at the latest:

* Annual financial statement with management report,
* Corporate governance report,
* Consolidated financial statements and Group management report,
* Proposal for the allocation of profit,
* Separate non-financial report,
* Report of the Supervisory Board,
each for the business year 2018
* Proposed resolutions as agenda items 2 - 7,
* Report by the Management Board in accordance with section 65 paragraph 1b in combination with section 170 paragraph 2 and section 153 paragraph 4 clause 2 of the Austrian Stock Corporation Act (AktG) concerning agenda item 7 - exclusion of right of subscription or inverse exclusion of right of subscription, acquisition of treasury shares,
* Form for the grant of a proxy,
* Form for the revocation of a 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 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 14^th, 2019, (record date).
Only persons who are shareholders on the record date and provide evidence therefrom 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 18^th, 2019 exclusively by one of the following methods at one of the addresses stated below: 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,
• Custodian account number or other description,
• Date to which the safe custody receipt refers.

 
Proof of 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 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.
 
IV.    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 paragraph 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 Ordinary Shareholders' Meeting.
The following methods are available for the submission of a proxy to one of the addresses listed below:  
Proxies must be received at one of the aforementioned addresses by April 23^rd, 2019, 4.00 p.m. CEST, Vienna time, unless presented at the entrance on the day of the Ordinary Shareholders' 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 purport of the authorization.
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 in person at the Ordinary Shareholders' Meeting even after granting a 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 the granting of proxy apply to the cancelation of proxy accordingly.
 
V.      NOTICE OF THE RIGHTS OF SHAREHOLDERS IN ACCORDANCE WITH SECTIONS 109,   110, 118 AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT (AKTG)

1.       Addition to the agenda by shareholders in accordance with section 109 of the Stock Corporation Act (AktG)
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 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 April 3^rd, 2019, (12.00 midnight, CEST, Vienna time) 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 shareholder 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 Ordinary Shareholders' 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 website entered in the company register, provided such request is received by the Company no later than April 12^th, 2019 (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 [email protected], whereby the request must be in a text form, e.g. PDF, and attached 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. 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).
 
The following applies in the event of the agenda being amended by shareholders in accordance with section 109 of the 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 Stock Corporation Act (AktG) made by the nominee.
 
3.       Shareholders' right to 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 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, sub-section 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 fax to +43 (0) 1 50136 91195, or by e-mail to [email protected].
 

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 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, requires the proposal for resolution to be submitted on time in accordance with section 110 of the Stock Corporation Act (AktG): 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 by April 12^th, 2019, in the manner listed above (section V paragraph 2). Each nomination must be accompanied by a declaration in accordance with section 87 paragraph 2 of the Austrian Stock Corporation 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.
 
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.
 
6.       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 paragraph 2 of the Stock Corporation Act - 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 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 Stock Corporation Act (AktG), 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 Stock Corporation Act - 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 of the Stock Corporation Act - 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 [email protected] 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 Mayr-Melnhof Karton Aktiengesellschaft's website at www.mayr-melnhof.com.
 
VI.    FURTHER INFORMATION
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 treasury shares.
 
Vienna, March 2019                                                                      The Management Board
 
 
The English version is a translation of the German original text