EQS-AGM: Mayr-Melnhof Karton AG: Resolutions on the authorisation to acquire and to sell treasury shares

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.

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

   Publication of the resolutions passed by the Ordinary Shareholders’
   Meeting
   held on April 24^th, 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 30^th Ordinary Shareholders’ Meeting held on April 24^th, 2024 the
   following resolutions were adopted:

    a. 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 25^th, 2024, i.e. until October 24^th,
       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.
    b. 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).
    c. 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.
    d. 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.

    

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   24.04.2024 CET/CEST

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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:   [email protected]
   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


   1888733  24.04.2024 CET/CEST

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