28.03.2023 08:00:25
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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 Aktiengesellschaft Convening of the 29th Ordinary Shareholders Meeting We would like to invite our shareholders to the at 10.00 a.m. on Wednesday, April 26th, 2023, I. AGENDA
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 www.mm.group/en/ and https://www.mm.group/en/for-investors/ordinary-shareholders-meeting/ from April 5th, 2023 at the latest:
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 16th, 2023, (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 21st, 2023 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 (ii) Submission of the safe custody receipt in written form By SWIFT GIBAATWGGMS 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 as evidence for the shareholding and entitlement to participation in the Ordinary Shareholders Meeting must refer to the record date of April 16th, 2023, (12.00 midnight, CEST). The safe custody receipt will be accepted in German or English. 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 power of attorney together with official means of identification bearing a photograph. If the original of the power of attorney has already been sent to the Company, it will facilitate admission if you present a copy of the power of attorney. 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 power of attorney must be received by the Company exclusively at one of the addresses listed below: By mail or courier By e-mail anmeldung.mm@hauptversammlung.at By SWIFT GIBAATWGGMS On the day of the Ordinary Shareholders' Meeting itself exclusively: If the power of attorney is not handed over in person at the registration desk on the day of the Ordinary Shareholders' Meeting, the power of attorney must be received by the Company no later than April 24th, 2023, 4.00 p.m. CEST, Vienna time. A form for granting a power of attorney and a form for revoking a power of attorney will be available on the Company's website www.mm.group/en/ and https://www.mm.group/en/for-investors/ordinary-shareholders-meeting/ on April 5th, 2023 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 a power of attorney provided to shareholders contain the details about granting a power of attorney, in particular about the text form and the content of the authorization. If a shareholder grants its depositary bank a power of attorney (Section 10 a AktG), it is then sufficient for the bank to present a declaration that it has been granted power of attorney 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 power of attorney. Attendance at the Ordinary Shareholders Meeting in person will be deemed to be a revocation of a previously granted power of attorney. 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 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 In the event of a proposal for the election of a member of the Supervisory Board, an justification will be replaced by a declaration in accordance with Section 87 (2) AktG made by the nominee. 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. Information in accordance with Section 110 (2) sentence 2 in conjunction with Section 86 (7) and (9) AktG 4. Shareholders right to information in accordance with Section 118 AktG 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 investor.relations@mm.group. 5. Motions by shareholders in accordance with Section 119 AktG A shareholder proposal for the election of Supervisory Board members, however, requires the proposal for resolution to be submitted on time in accordance with Section 110 AktG: Persons for election to the Supervisory Board (agenda item 8) 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 17th, 2023, in the manner listed above (section V (2)). Each nomination must be accompanied by a declaration in accordance with Section 87 (2) AktG 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. 6. Information on the website 7. Information for shareholders relating to data protection 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 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/. 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 09:00 a.m.. Vienna, March 2023
The English version is a translation of the German original text.
28.03.2023 CET/CEST |
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 |
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1593297 28.03.2023 CET/CEST
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