AGM: Mayr-Melnhof Karton AG: Resolutions on the authorisation to acquire and to sell treasury shares
April 24, 2024 at 12:58 pm EDT
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EQS-News: Mayr-Melnhof Karton AG
/ Announcement of the Results of the General Meeting
Mayr-Melnhof Karton AG: Resolutions on the authorisation to acquire and to sell treasury shares
24.04.2024 / 18:56 CET/CEST
Announcement of the Results 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.
Mayr-Melnhof Karton Aktiengesellschaft Wien, FN 81906 a ISIN AT0000938204
Publication of the resolutions passed by the Ordinary Shareholders’ Meeting
held on April 24th, 2024 on the authorisation to acquire and to sell treasury shares of the Company
pursuant to Section 65 para 1 no 4 and no 8 and
para 1a and 1b Austrian Stock Corporation Act (AktG)
in conjunction with Section 119 para 9 Austrian Stock Exchange Act (BörseG) and
Section 2 para2 Austrian Disclosure Regulation (VeröffentlichungsV)
In the 30th Ordinary Shareholders’ Meeting held on April 24th, 2024 the following resolutions were adopted:
The Management Board is authorised in accordance with Section 65 (1) (8) and (1a) and (1b) AktG to acquire bearer shares in the company at an amount equaling up to 10 % of the share capital over a period of 30 months commencing on April 25th, 2024, i.e. until October 24th, 2026, via the stock exchange as well as off-market, and only from individual shareholders, or from a single shareholder, at a minimum price equivalent to EUR 10.00 per share and at a maximum price equivalent to EUR 250.00 per share. It is not permitted to acquire treasury shares for the purpose of trading. The authorization may be exercised entirely, partially, or also in several tranches, and in pursuit of one or several purposes, by the Company, by a subsidiary (Section 189a line 7 of the Austrian Commercial Code – UGB), or by third parties for the Company's account.
The Management Board of Mayr-Melnhof Karton Aktiengesellschaft may decide to acquire said shares via the stock exchange, but the Supervisory Board must subsequently be informed of this decision. The acquisition of shares off-market is subject to the prior consent of the Supervisory Board. Acquisition of shares off-market may be performed excluding proportional selling rights (inverse exclusion of right of subscription).
The Management Board is authorised for a period of five years from the date of the resolution in accordance with Section 65 (1b) AktG and with the consent of the Supervisory Board to 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 and to define the conditions for disposal. The authorisation may be exercised entirely, partially, or also in several tranches, and in pursuit of one or several purposes, by the Company, by a subsidiary (Section 189a line 7 UGB), or by third parties for the Company's account.
The Management Board is also authorised, with the consent of the Supervisory Board, where necessary to reduce the share capital through the cancelation of treasury shares without further resolution of the Ordinary Shareholders’ Meeting and in accordance with Section 65 (1) (8) final clause in conjunction with Section 122 AktG. The Supervisory Board is authorised to decide changes to the Articles of Association resulting from the cancelation of shares.
Vienna, April 2024
Management Board
This English version is a translation of the German original text.
Mayr-Melnhof Karton AG is Europe's leading producer of cardboard and cardboard boxes. Net sales break down by product family as follows:
- cardboard and paper (53.7%): 2,433 Kt produced, broken down between recycled fiber-based board (1,217 Kt; No. 1 worlwide), virgin fiber-based board (634 Kt) and papers (582 Kt). At the end of 2022, the group had 6 plants located in Europe;
- cardboard boxes (46.3%): 4,056 million m2 produced in 2022 through 65 production sites worldwide.
Net sales are distributed geographically as follows: Austria (1.8%), Germany (17.2%), Poland (14.6%), France (9%), the United Kingdom (6.8%), Europe (30.8%), the Americas (5.1%) and other (14.7%).
MAYR-MELNHOF KARTON AG 
