30.03.2021,
25832 Zeichen
General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
29.03.2021
Mayr-Melnhof Karton Aktiengesellschaft
Vienna, Commercial Register No. 81906 a
ISIN AT0000938204
("Company")
Convening of the 27th Ordinary Shareholders' Meeting
Mayr-Melnhof Karton Aktiengesellschaft
for 10:00 am, CEST, on Wednesday, April 28th, 2021
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)
For the protection of shareholders and other participants, the Management Board
has decided to make use of the legal provision of a virtual Ordinary
Shareholders' Meeting.
The Ordinary Shareholders' Meeting of Mayr-Melnhof Karton Aktiengesellschaft on
April 28th, 2021, 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. 156/2020 and COVID-19-GesV (Federal Law
Gazette II No. 140/2020 as amended by Federal Law Gazette II No. 616/2020),
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 28th, 2021.
The virtual Ordinary Shareholders' Meeting will be held in the physical presence
of the Chairman of the Supervisory Board, the Chairman of the Management Board
and 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 questions in text form exclusively by e-mail directly to
the Company's e-mail address fragen.mm@hauptversammlung.at
[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 28th, 2021, 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.mayr-melnhof.com/en/
http://www.mayr-melnhof.com/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.
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 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 2020
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 2020
4. Resolution on the discharge of the members of the Supervisory Board for the
financial year 2020
5. Resolution on the remuneration of the members of the Supervisory Board for
the financial year 2020
6. Appointment of the auditor and the Group auditor for the financial year
2021
7. Resolution on the remuneration report
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 at www.mayr-melnhof.com/
en/
http://www.mayr-melnhof.com/en/ and
https://www.mayr-melnhof.com/en/for-
investors/ordinary-shareholders-meeting-1/ [
https://www.mayr-melnhof.com/en/for-
investors/ordinary-shareholders-meeting-1/] from April 7th, 2021 at the latest:
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")\nAnnual financial statements with management report,\nCorporate governance report,\nConsolidated financial statements and Group management report,\nProposal for the appropriation of earnings,\nSeparate non-financial report,\nReport of the Supervisory Board,\neach for the 2020 financial year;
Resolutions proposed by the Management Board and the Supervisory Board on agenda items 2 to 7,\nRemuneration report,\nAuthorization form for the special proxies in accordance with Section 3 (4) COVID-19-GesV,\nQuestion form,\nForm for revoking a power of attorney,\nFull text of this invitation.\nIV. 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 18th, 2021, (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 23rd, 2021 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 (8) of the Articles of Association
By fax +43 1 8900 500 - 93
By e-mail anmeldung.mm@hauptversammlung.at [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)\nInformation on the shareholder: name/name of company, address, date of birth for individuals, register and register number for legal entities, if applicable\nInformation on the shares: number of shares held by the shareholder, ISIN AT0000938204 (International Securities Identification Number)\nCustodian account number, securities account number, or other designation\nTime or period to which the safe custody receipt relates\nThe 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 18th, 2021, (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 28th, 2021, may only be performed by one of the special proxies.
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 - Cooperation of Independent Lawyers
1010 Vienna, Ebendorferstrasse 6/10
arlt.mm@hauptversammlung.at [arlt.mm@hauptversammlung.at]
(ii) Attorney Ewald Oberhammer LL.M.
c/o Oberhammer Rechtsanwälte GmbH
1010 Vienna, Karlsplatz 3/1
oberhammer.mm@hauptversammlung.at [oberhammer.mm@hauptversammlung.at]
(iii) Attorney Dr. Christoph Diregger
c/o DSC Doralt Seist Csoklich Rechtsanwälte GmbH
1090 Vienna, Währinger Strasse 2-4
diregger.mm@hauptversammlung.at [diregger.mm@hauptversammlung.at]
(iv) Thomas Niss
c/o Coown Technologies GmbH
1040 Vienna, Gusshausstrasse 3/2
niss.mm@hauptversammlung.at [niss.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.
A separate authorization form is available on the Company's website at www.mayr-
melnhof.com/en/
http://www.mayr-melnhof.com/en/ or
https://www.mayr-
melnhof.com/en/for-investors/ordinary-shareholders-meeting-1/ [
https://www.mayr-
melnhof.com/en/for-investors/ordinary-shareholders-meeting-1/] for the purpose
of granting power of attorney to the special proxies. You are requested to use
this authorization form.
The provisions 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 7th, 2021 (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-karton.com [investor.relations@mm-karton.com] 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 19th, 2021 (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-karton.com
[investor.relations@mm-karton.com], 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
[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
[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 23rd, 2021. 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.mayr-melnhof.com/en/
http://www.mayr-melnhof.com/en/ and https:
//www.mayr-melnhof.com/en/for-investors/ordinary-shareholders-meeting-1/ [https:
//www.mayr-melnhof.com/en/for-investors/ordinary-shareholders-meeting-1/]. 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.
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 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, 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 datenschutz@mayr-
melnhof.com [datenschutz@mayr-melnhof.com] or via the following contact details
of the Data Protection Officer:
Dr. Thomas Balzer
c/o 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/en/
http://www.mayr-melnhof.com/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 2021 The Management Board
The English version is a translation of the German original text.
end of announcement euro adhoc
issuer: Mayr-Melnhof Karton AG
Brahmsplatz 6
A-1040 Wien
phone: +43 1 50 136
FAX:
mail: investor.relations@mm-karton.at
WWW: www.mayr-melnhof.com
ISIN: AT0000938204
indexes: ATX, ATX PRIME
stockmarkets: Wien
language: English
Digital press kit:
http://www.ots.at/pressemappe/33715/aom
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Mayr-Melnhof
Akt. Indikation: 115.00 / 115.40
Uhrzeit: 17:02:20
Veränderung zu letztem SK: 1.77%
Letzter SK: 113.20 ( 0.89%)
Bildnachweis
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