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: investor.relations@mm.group
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