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Mayr-Melnhof Karton AG — AGM Information 2012
Mar 28, 2012
750_rns_2012-03-28_f989ae98-ea88-4ed0-b53e-6e040c042fec.html
AGM Information
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AGM Announcements | 28 March 2012 11:01
Mayr-Melnhof Karton AG: Invitation to the 18th Annual General Meeting
Mayr-Melnhof Karton AG / Announcement of the Convening of the General Meeting
28.03.2012 11:01
Announcement of the Convening of the General Meeting, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
Mayr-Melnhof Karton Aktiengesellschaft Wien, FN 81906 a
Invitation
We would like to invite our shareholders to the
18th Annual General Meeting
of Mayr-Melnhof Karton Aktiengesellschaft
on Wednesday, April 25th, 2012, at 10.00 a.m.
in the Grand Hotel, 1010 Vienna, Kärntner Ring 9.
Agenda
-
Presentation of the annual financial statement including the management
report and the corporate governance report, the consolidated financial
statements including the management report for the Group, the proposed
allocation of profit and the report of the Supervisory Board for the
business year 2011. -
Resolution on the allocation of the profit
-
Resolution on the formal approval of the action of the members of the
Management Board for the business year 2011 -
Resolution on the formal approval of the action of the members of the
Supervisory Board for the business year 2011 -
Resolution on the remuneration of the members of the Supervisory Board
for the business year 2011 -
Appointment of the auditors and the Group auditors for the business year
2012 -
Resolution on the amendment of the articles of association for purpose
of adapting it to the amended legal regulations (Company Law Amendment Act
2011)
DOCUMENTATION FOR THE ANNUAL GENERAL MEETING
Especially the following documents will be available online at
www.mayr-melnhof.com on April 4th, 2012 at the latest and will also be
available during the annual general meeting.
* annual financial statement and management report,
* corporate governance report,
* consolidated financial statements and management report for the Group,
* proposal for the allocation of profit,
* report of the Supervisory Board,
each for the business year 2011;
* proposed resolutions as to the items 2 - 7,
* articles of association indicating the proposed amendments,
* form for the grant of a proxy,
* form for the revocation of a proxy,
* full text of this invitation.
NOTICE OF THE RIGHTS OF THE SHAREHOLDERS IN ACCORDANCE WITH SECTION 109,
110 AND 118 OF THE STOCK CORPORATION ACT
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 annual general meeting and that an
announcement be made in this respect, provided such request is received by
the company in writing no later than April 4th, 2012 and exclusively to the
address Brahmsplatz 6, 1041 Vienna, Austria, Investor Relations department,
Mr. Stephan Sweerts-Sporck.
Shareholders whose shares together amount to 1 % of the equity capital may
transmit written proposals for resolutions for each item on the agenda
including reasons therefore and may request that such proposal including
the reasons be made available on the website of the Company, provided such
request is received by the Company no later than April 16th, 2012 via fax
at +43 1 50 136 / 91195 or via mail to Brahmsplatz 6, 1041 Vienna, Austria,
Investor Relations department, Mr. Stephan Sweerts-Sporck or via e-mail to
[email protected], whereas the request must be in a text
format, e.g. PDF, and attached to the e-mail. The shareholders, in order to
be able to exercise shareholders' rights, must provide evidence of their
capacity as shareholder by providing a safe custody receipt in accordance
with section 10a of the Stock Corporation Act for deposited bearer shares;
such receipt should be issued no later 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
annual general meeting.
Upon request, each shareholder is entitled to receive information on the
matters of the Company during the annual general meeting, to the extent
such information is neces-sary for the proper evaluation of an item on the
agenda.
Additional information on the rights of the shareholders in accordance with
sections 109, 110 and 118 of the Stock Corporation Act, in particular on
how the evidence of the required shareholding is to be provided, are
available on the website of the Company, www.mayr-melnhof.com.
RECORD DATE AND PARTICIPATION IN THE ANNUAL GENERAL MEETING
The entitlement to participate in the annual general meeting and to
exercise the voting right and all the other shareholders' rights to be
asserted in connection with the annual general meeting is subject to the
shareholding at the end of April 15th, 2012 (record date).
Only persons who are shareholders on the record date and provide evidence
therefor shall be entitled to participate in the annual general meeting.
The shareholding may be evidenced by a safe custody receipt in accordance
with article 10a of the Stock Corporation Act, to be received by the
Company no later than April 20th, 2012 (24.00 Vienna time) exclusively at
one of the addresses stated below.
Via mail or courier
Mayr-Melnhof Karton AG
Investor Relations
z.Hd. Herrn Stephan Sweerts-Sporck
Brahmsplatz 6
1041 Vienna
Austria
Via fax +43 1 50 136 / 91195
Via e-mail:
[email protected]; whereas the safe custody receipt in text
form, for example as PDF, has to be attached to the e-mail.
Mayr-Melnhof Karton AG does not accept safe custody receipts according to
section 114 paragraph 1 fourth sentence of the Stock Corporation Act that
are transferred via an internationally widespread, particularly secured
communication network of banks(SWIFT) as other electronic ways of
communication (fax and e-mail) are opened. This is because the Mayr-Melnhof
Karton AG provided SWIFT as electronic way of communication at both
previous annual general meetings, however, the depository banks did not
make any use of it.
Safe custody receipt in accordance with the 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
* 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 the shares held by the shareholder,
ISIN AT0000938204
* Deposit number and/or another description
* Time to which the safe custody receipt refers
The safe custody receipt as evidence for the shareholding must refer to the
record date stated above, i.e. April 15th, 2012.
The safe custody receipt shall be accepted in German or in English.
The shareholders shall not be blocked due to their registration for the
annual general meeting and/or the transmission of a safe custody receipt;
therefore, shareholders may still freely dispose of their shares even after
they are registered and/or transmitted a safe custody receipt.
REPRESENTATION OF PROXY
Each shareholder entitled to participate in the annual general meeting has
the right to appoint a proxy who participates in the annual general meeting
in the name of such shareholder and who has the same rights as the
shareholder he/she represents.
The proxy must be granted to a certain person (an individual or a legal
entity) in writing.
The proxy must be received by the Company at one of the addresses
stipulated below exclusively:
Via mail or courier
Mayr-Melnhof Karton AG
Investor Relations
z.Hd. Herrn Mag. Stephan Sweerts-Sporck
Brahmsplatz 6
1041 Vienna
Austria
Via fax +43 1 50 136 / 91195
Via e-mail
[email protected] whereas the proxy should be attached to
the e-mail in text format, e.g. PDF.
In person in the course of the registration to the annual general meeting
at the place of the meeting
A proxy form can be sent to you upon request or you can retrieve it on the
Company's website at www.mayr-melnhof.com.
In case a shareholder granted proxy to his/her depositary bank, it shall
suffice if such bank declares that it has proxy and provides the safe
custody receipt. For the transmission of this declaration, section 10a,
paragraph 3 of the Stock Corporation Act shall apply mutatis mutandis.
Total number of shares and voting rights
At the time the annual general meeting is convened, the share capital of
the Company is divided into 20,000,000 no-par shares. Each share holds one
vote. At the time the annual general meeting is convened, the Company holds
15,260 own shares. The Company derives no rights therefrom. At the time the
annual general meeting is convened, the total number of participating and
voting shares is 19,984,740.
In order to guarantee smooth entry controls, we would like to ask the
shareholders to arrive in due time before the beginning of the annual
general meeting and to have an official valid photo identification ready.
Admission for the pickup of voting cards shall start at 9.15 a.m.
Vienna, March 2012
The Management Board
The English text is a translation of the original German version.
28.03.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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: [email protected]
Internet: www.mayr-melnhof.com
ISIN: AT0000938204
WKN: 93820
Listed: Freiverkehr in Berlin, München, Stuttgart; Open Market in
Frankfurt; Wien (Amtlicher Handel / Official Market)
End of Announcement DGAP News-Service