Mayr-Melnhof Karton AG / Announcement of the Convening of the General Meeting
31.03.2015 08:00

Announcement of the Convening of the General Meeting, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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Mayr-Melnhof Karton Aktiengesellschaft
Vienna, FN 81906 a
ISIN AT0000938204


Convening
of the 21st Annual General Meeting

We would like to invite our shareholders to the
21st Annual General Meeting of Mayr-Melnhof Karton Aktiengesellschaft
on Wednesday, April 29th, 2015, at 10.00 a.m.
in Wiener Börsensäle, 
1010 Vienna, Wipplingerstraße 34.


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 for the Group, the proposed allocation of profit and the report of the Supervisory Board for the business year 2014. 2. Resolution on the allocation of the profit 
3. Resolution on the formal approval of the action of the members of the Management Board for the business year 2014 4. Resolution on the formal approval of the action of the members of the Supervisory Board for the business year 2014 5. Resolution on the remuneration of the members of the Supervisory         Board for the business year 2014
6. Appointment of the auditors and the Group auditors for the         business year 2015
7. Election of the new Supervisory Board
8. Resolution on the amendment to the Articles of Association in Section 6 "Composition of the Management Board"
 
DOCUMENTATION FOR THE ANNUAL GENERAL MEETING

The following documents in particular will be available online at www.mayr-melnhof.com as of April 8th, 2015 at the latest.
* 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 2014
* proposed resolutions as to the items 2 - 8,
* declarations of the candidates for the elections to the Supervisory Board as to item 7 as per Sec. 87 para. 2 of the Stock Corporation         Act and curriculum vitae,
* 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, 118 AND 119 OF THE STOCK CORPORATION ACT

Additions to the agenda by the shareholders
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 includ-ed 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 8th, 2015 and exclusively to the address Brahmsplatz 6, 1041 Vienna, Austria, Investor Relations department, Mr. Stephan Sweerts-Sporck. Each agenda item requested in this way must contain a proposal for resolution and justification. The shareholders must provide evidence of their capacity as shareholder by providing a safe custody receipt in accordance with section 10a of the Stock Corporation Act, 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. The other requirements for the safe custody receipt are included in the statements concerning entitlement to participate in the annual general meeting.

Proposals for resolutions by shareholders for the agenda Shareholders whose shares together amount to 1 % of the share capital may transmit written proposals for resolutions for each item on the agenda includ-ing 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 20th, 2015 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 investor.relations@mm-karton.com, whereas the request must be in a text for-mat, e.g. PDF, and attached to the e-mail.

For a proposal for the election of a Supervisory Board member, the justifi-cation shall be replaced by the declaration of the proposed person as per Sec. 87 para. 2 of the Stock Corporation Act. 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 deposit-ed 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 re-ceipt are included in the statements concerning the entitlement to participate in the annual general meeting.
Right to receive information
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 necessary for the proper evaluation of an item on the agenda.

The information may be rejected if, in reasonable entrepreneurial assessment, such information is capable of representing a serious disadvantage to the com-pany or an affiliated company, or if its dissemination were to constitute a crimi-nal offence. Questions whose responses require lengthy preparation may be submitted to the Management Board in writing in advance of the annual general meeting in order to keep the timing of the meeting within manageable limits. Questions can be submitted to the Company via mail to the address Brahmsplatz 6, 1041 Vienna, Investor Relations department, Mr. Stephan Sweerts-Sporck, or via e-mail to investor.relations@mm-karton.com.

Motions in the annual general meeting
Each shareholder is entitled to bring motions in respect of any item on the agenda, regardless of the number of shares held. However, a shareholder motion for the election of a Supervisory Board member requiers the prompt submission of a draft resolution as per Sec. 110 of the Stock Corporation Act: Persons for election to the Supervisory Board (item 7 of the agenda) may only be proposed by shareholders whose shares jointly account for 1% of the share capital. Such election proposals must be received by the company in the afore-mentioned manner by not later than April 20th, 2015. Each election proposal must, as per Sec. 87 para. 2 of the Stock Corporation Act, be accompanied by the declaration of the proposed person regarding their professional qualification, their professional or comparable functions and all circumstances that might constitute grounds for the suspicion of bias.

Information on the website
Additional information on the rights of the shareholders in accordance with sections 109, 110,118 and 119 of the Stock Corporation Act 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 19th, 2015 (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 is to 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 24th, 2015 exclusively at one of the addresses stated below.

Via mail     Mayr-Melnhof Karton AG
or courier    Investor Relations
            Attn. Mr. Stephan Sweerts-Sporck
            Brahmsplatz 6
            1041 Vienna
            Austria
Via fax            + 43 (0) 1 8900 500 93
Via e-Mail anmeldung.mm@hauptversammlung.at; whereas the safe custody receipt in text form, for example as PDF,             has to be attached to the e-mail.
Via SWIFT    GIBAATWGGMS (Message Type MT598, 
ISIN AT0000938204 must be indicated in the text)
Safe custody receipt in accordance with the Section 10a of the Stock Cor-poration 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 (BIC), * 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 19th, 2015.
The safe custody receipt shall be accepted in German or in English.
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, whereby the proxy may also be granted to several persons.

The proxy must be received by the Company at one of the addresses stipulated below exclusively:

Via mail     Mayr-Melnhof Karton AG
or Courier    Investor Relations
            Attn. Mr. Stephan Sweerts-Sporck
            Brahmsplatz 6
            1041 Vienna
            Austria
Via fax            + 43 (0) 1 8900 500 93
Via e-Mail anmeldung.mm@hauptversammlung.at, 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 and a form for the revocation of proxy can be sent to you upon request or you can retrieve it on the Company's website at www.mayr-melnhof.com.

If the proxy form is not handed over in person in the course of registration on the day of the annual general meeting, the proxy form is to be received by the Company by not later than 4.00 p.m. on April 28th, 2015. The aforementioned conditions governing the granting of proxy apply to the cancellation of proxy accordingly.

TOTAL NUMBER OF SHARES AND VOTING RIGHTS

At the time the annual general meeting is convened, the share capital of the Company amounting to EUR 80,000,000 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 does not hold any own shares. The total number of shares and voting rights at the time the annual general meeting is convened is 20,000,000.
In order to guarantee smooth entry controls, we would like to ask the share-holders 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 2015
The Management Board

The English text is a translation of the original German version.

31.03.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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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-karton.com
Internet:     www.mayr-melnhof.com
ISIN:         AT0000938204
WKN:          93820
Listed: Regulated Unofficial Market in Berlin, Munich, Stuttgart; Open Market in Frankfurt ; Wien (Amtlicher Handel / Official               Market)
 
End of Announcement DGAP News-Service  

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