DGAP-News: Mayr-Melnhof Karton AG: Invitation to the 16th ordinary shareholders' meeting on 28 April 2010
(firmenpresse) - Mayr-Melnhof Karton AG / AGM/EGM
26.03.2010 15:20
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Invitation
We would like to invite our shareholders to the
16th Annual General Meeting
of Mayr-Melnhof Karton Aktiengesellschaft
on Wednesday, 28 April 2010 at 10.00 a.m.
in the Grand Hotel, Kärntner Ring 9, 1010 Vienna.
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 2009.
2.Resolution on the allocation of the profit for the financial year shown
in the Annual Financial Statements for 2009.
3.Resolution on the formal approval of the action of the members of the
Management Board for the business year 2009.
4.Resolution onthe formal approval of the action of the members of the
Supervisory Board for the business year 2009.
5.Resolution on the remuneration of the members of the Supervisory Board
for the business year 2009.
6.Appointment of the auditors and the Group auditors for the business year
2010.
7.Election tothe Supervisory Board.
8.Resolution on the simplified decrease in the share capital by EUR
8,000,000.00 from EUR 88,000,000.00 to EUR 80,000,000.00 in accordance with
section 192, paragraph 3, no. 2 and section 192, paragraph 4 of the Stock
Corporation Act by way of a cancellation of 2,000,000 ownshares with a
pro-rata share in the equity capital of EUR 8,000,000.00. The purpose of
this simplified capital decrease is the reduction of the number of own
shares. The share capital of EUR 80,000,000.00 is now divided into
20,000,000 no-par shares.
9.Resolution on the alteration of the Articlesof Association, in
particular the adjustments to the changed statutory provisions - Amending
Law to Stock Corporation law 2009.
DOCUMENTATION FOR THE ANNUAL GENERAL MEETING
The following documents will be available for inspection by the
shareholders in the premises at the seat of the Company Brahmsplatz 6, 1041
Vienna, Austria, Investor Relations department, Mr. Stephan Sweerts-Sporck
starting on 7 April 2010 at the latest:
* annual financial statements and management report
* corporate governance report
* consolidated financial statements and management report for the Group
* proposal forthe allocation of profit
* report of the Supervisory Board
each for the business year 2009
* proposed resolutions as to the items 2 - 9 of the agenda
* statements of the nominees for the election to the Supervisory Board
according to TOP 7 in accordance with section 87, paragraph 2 of the Stock
Corporation Act.
These documents as well as the full text of this invitation and the form
for the grant and revocation of a proxy will be made available online at
www.mayr-melnhof.com on 7 April 2010 at the latest and will also be
available during the annual general meeting.
NOTICE OF THE RIGHTS OFTHE 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 7 April 2010 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 19 April 2010 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(at)mm-karton.com, 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 necessary 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 18 April 2010 (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.
Deposited bearer shares
In case of deposited bearer shares, the shareholding as of the record date
may be evidenced by a safe custody receipt in accordance with section 10a
of the Stock Corporation Act, to be received by the Company no later than
23 April 2010 (24.00 Vienna time) exclusively at one of the addresses
stated below.
Via mail
Mayr-Melnhof Karton AG
Investor Relations
Attn. Mr. Stephan Sweerts-Sporck
Brahmsplatz 6
1041 Vienna
Via SWIFT
GIBAATWGGMS (Message Type MT598; please state ISIN AT0000938204 in the
text)
Via fax
+43 1 50 136 91195
Non-deposited bearer shares
In case of non-deposited bearer shares, a written confirmation by an
Austrian public notary, which must be sent to the Company exclusively to
one of the addresses stipulated above, shall be sufficient.
Safe custody receipt in accordance with 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 ofcompany and address or a code
used for transactions between banks (SWIFT code)
* 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. 18 April 2010.
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 BY 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
Mayr-Melnhof Karton AG
Investor Relations
Attn. Mr. Stephan Sweerts-Sporck
Brahmsplatz 6
1041 Vienna
Via fax
+43 1 50 136 91195
Via e-mail
investor.relations(at)mm-karton.com, 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 22,000,000 no-par shares. Each share holds one
vote. At the time the annual general meeting is convened, the Company holds
2,015,260 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 2010
The Management Board
This English version is a translation of the original German text.
For further information please contact:
Stephan Sweerts-Sporck, Investor Relations,
Mayr-Melnhof Karton AG, Brahmsplatz 6, A-1041 Vienna
Tel.: (+43/1) 50136 - 91180, Fax: (+43/1) 50136 - 91195
e-mail: investor.relations(at)mm-karton.com,
Website: http://www.mayr-melnhof.com
26.03.2010 15:20 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Medienarchiv atwww.dgap-medientreff.deandwww.dgap.de---------------------------------------------------------------------------
Language: English
Company: Mayr-Melnhof Karton AG
Brahmsplatz 6
1040 WienÖsterreich
Phone: 0043 1 501 36 91180
Fax: 0043 1 501 36 91391
E-mail: investor.relations(at)mm-karton.com
Internet: www.mayr-melnhof.com
ISIN: AT0000938204
WKN: 93820
Indices: ATX
Listed: Freiverkehr in Berlin, München, Stuttgart; Open Market inFrankfurt; Foreign Exchange(s) Wien
End of News DGAP News-Service
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Datum: 26.03.2010 - 15:20 Uhr
Sprache: Deutsch
News-ID 18170
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