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 3rd, 2024 (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@mmgroup.jellibylab.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 III. 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 its justification, and request that such proposals, together with the names of the shareholders concerned, the justification to be attached 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 15th, 2024 (12.00 midnight, CEST) either by mail to Brahmsplatz 6, 1040 Vienna, Investor Relations Department, Attn. Mr. Stephan Sweerts-Sporck, or by e-mail to investor.relations@mmgroup.jellibylab.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 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. 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.
In accordance with section 19 (3) of the Articles of Association, the chair of the Ordi-nary 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 Manage-ment 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@mmgroup.jellibylab.com.
4. Motions by shareholders in accordance with Section 119 AktG
Each shareholder is entitled to bring motions in respect of any item on the agenda dur-ing the Ordinary Shareholders’ Meeting, regardless of the number of shares held. The prerequisite for this is proof of eligibility as defined in this convening notice. If there is more than one proposal for resolution regarding a particular item on the agenda, section 119 (3) AktG allows the chair to determine the order in which votes on these motions are held.
5. Information for shareholders relating to data protection
As controller, Mayr-Melnhof Karton Aktiengesellschaft, 1040 Vienna, Brahmsplatz 6, processes shareholders’ personal data (in particular those in accordance with Sec-tion 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 partic-ipate and exercise their rights during the Ordinary Shareholders’ Meeting. These data are supplied to Mayr-Melnhof Karton Aktiengesellschaft 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 privacy@mmgroup.jellibylab.com or via the following contact details of the Data Privacy Officer:
Dr. Christian Wodnek, LL.M.
Group Data Privacy Officer
c/o Mayr-Melnhof Karton Aktiengesellschaft
1040 Vienna, Brahmsplatz 6
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/.