EQS-News: Mayr-Melnhof Karton AG / Announcement of the Convening of the
General Meeting
Mayr-Melnhof Karton AG: Invitation to the General Meeting according to
art. 107 para. 3 Companies Act

01.12.2022 / 07:30 CET/CEST
Announcement of the Convening 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
Vienna, Commercial Register No. 81906 a
ISIN AT0000938204
(“Company”)

Convening of the Extraordinary Shareholders’ Meeting of
Mayr-Melnhof Karton Aktiengesellschaft
for 01:00 pm, CET, on Thursday, December 22^nd, 2022 

Location of the Shareholders’ Meeting as set out in Section 106 (1) of the
Austrian
Stock Corporation Act (AktG) in the premises of
BDO Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft,
1100 Vienna, QBC 4 – Am Belvedere 4 

I. SHAREHOLDERS' MEETING AS A VIRTUAL EVENT  

1. COVID-19 Company Law Act (COVID-19-GesG) and COVID-19 Company Law
Ordinance (COVID-19-GesV)

The Shareholders' Meeting of Mayr-Melnhof Karton Aktiengesellschaft on
December 22^nd, 2022, will be held as a “virtual Shareholders' Meeting” in
accordance with Section 1 (2) COVID-19-GesG, Federal Law Gazette I No.
16/2020 as amended by Federal Law Gazette I No. 72/2022 and COVID-19-GesV
(Federal Law Gazette II No. 140/2020 as amended by Federal Law Gazette II
No. 252/2022), taking into account the interests of both the Company and
the participants.

This means that shareholders and their representatives (with the exception
of the special proxies as defined in Section 3 (4) COVID-19-GesV) cannot
be physically present at the Shareholders' Meeting of Mayr-Melnhof Karton
Aktiengesellschaft on December 22^nd, 2022.

The virtual Shareholders’ Meeting will be held in the physical presence of
the Chairman of the Supervisory Board, at least one Deputy Chairman of the
Supervisory Board, the Chairman of the Management Board as well as the
other member of the Management Board, the certifying public notary and the
four special proxies nominated by the Company at 1100 Wien, QBC 4 – Am
Belvedere 4.

Holding the Extraordinary Shareholders' Meeting as a virtual Shareholders'
Meeting in accordance with COVID-19-GesV will result in modifications to
the proceedings of the Shareholders' Meeting as well as to how
shareholders' rights are exercised.

Voting rights, the right to submit motions for resolutions and the right
to object will be exercised exclusively by one of the special proxies
proposed by the Company in accordance with Section 3 (4) COVID-19-GesV.
The right to information – on the agenda items hereby announced – can be
exercised in the virtual Shareholders' Meeting by the shareholders
themselves by way of electronic communication, namely by submitting the
questions in text form exclusively by e-mail directly to the Company's
e-mail address [1]fragen.mm@hauptversammlung.at, provided that the
shareholders have submitted a safe custody receipt as defined in Section
10a AktG in due time in accordance with section IV. and have authorized a
special proxy in accordance with section V.

2. Transmission of the Shareholders' Meeting via the Internet
The Shareholders' Meeting will be broadcast in full acoustically and
visually in real time on the Internet in accordance with Section 3 (1),
(2) and (4) COVID-19-GesV in conjunction with Section 102 (4) AktG.

This is permissible under data protection legislation having regard to the
legal basis provided by Section 3 (1), (2) and (4) COVID-19-GesV.

All shareholders of the Company can participate in the Shareholders'
Meeting on December 22^nd, 2022, starting at approximately 01:00 pm, CET,
using suitable technical means (e.g. computer, laptop, tablet or
smartphone, as well as an Internet connection with sufficient bandwidth
for streaming videos) over the Internet at [2] www.mm.group/en/ as a
virtual Shareholders' Meeting. No registration or login is required to
follow the Shareholders' Meeting.

Broadcasting the Company's virtual Shareholders' Meeting over the Internet
gives all shareholders the opportunity to follow the proceedings of the
Shareholders' Meeting, the replies to shareholders' questions, and the
voting procedure in real time through this one-way audio and visual link.

It should be noted that this live transmission as a virtual Shareholders'
Meeting does not allow remote participation (Section 102(3)(2) AktG) or
remote voting (Section 102(3)(3) AktG and Section 126 AktG) and that the
transmission over the Internet is not a two-way communication. The
individual shareholder can therefore only follow the course of the
Shareholders’ Meeting. Shareholders will therefore be unable to make a
request to speak via this link.

It should also be noted that the Company is only responsible for the use
of technical communications equipment to the extent that this can be
attributed to its area of responsibility (Section 2 (6) COVID-19-GesV).

For the rest, reference is made to the information on the organizational
and technical requirements for participation in accordance with Section 3
(3) in conjunction with Section 2 (4) COVID-19-GesV (“Participation
Information”).

II. AGENDA

 1. Resolution on the amendment of the Articles of Association in Section
6 “Composition of the Management Board”
 2. Resolution on the amendment of the Articles of Association in Section
3 “Public announcements”
 3. Resolution on the amendment of the Articles of Association by the
addition of a new Section 22 “Remote participation and remote voting,
transmission and recording of the Shareholders’ Meeting, virtual
Shareholders’ Meeting” and changing the numeration of the following
sections of the Articles of Association accordingly

III. DOCUMENTS FOR THE SHAREHOLDERS’ MEETING; PROVISION OF INFORMATION
ONLINE
In accordance with Section 108 (3) and (4) AktG, the following documents
in particular will be available on the Company's website as entered in the
commercial register at [3] www.mm.group/en/ and
[4] https://www.mm.group/en/for-investors/ordinary-shareholders-meeting/
from December 1^st, 2022 at the latest:

• Participation Information: Information on the organizational and
technical requirements for participation in accordance with Section 3
(3) in conjunction with Section 2 (4) COVID-19-GesV,
• Resolutions proposed by the Management Board and the Supervisory Board
on agenda items 1 to 3,
• Authorization form for the special proxies in accordance with Section
3 (4) COVID-19-GesV,
• Question form,
• Form for revoking a power of attorney,
• Full text of this notice convening the Extraordinary Shareholders’
Meeting.

IV. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE SHAREHOLDERS’
MEETING
The entitlement to participate in the virtual Shareholders' Meeting and to
exercise voting rights and other shareholder rights to be asserted in the
course of this virtual Shareholders' Meeting in accordance with
COVID-19-GesG and COVID-19-GesV will be determined by shareholdings at the
close of December 12^th, 2022, (12.00 midnight, CET) (“record date”).

Only persons who are shareholders on the record date and provide evidence
thereof to the Company are entitled to participate in and exercise their
shareholder rights in this virtual Shareholders' Meeting in accordance
with COVID-19-GesG and COVID-19-GesV.

The shareholding is to be evidenced by submission of a safe custody
receipt in accordance with Section 10a AktG, to be received by the Company
no later than 12.00 midnight (CET) on December 19^th, 2022 exclusively by
one of the following ways of communication and the addresses stated below:

(i) Submission of a safe custody receipt in text form meeting the
requirements of item V section 17 (8) of the Articles of Association
By fax +43 1 8900 500 - 50
By e-mail [5]anmeldung.mm@hauptversammlung.at
(Please supply any safe custody receipt in PDF format)

(ii) Submission of the safe custody receipt in written form
By mail or courier 
Mayr-Melnhof Karton Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60

By SWIFT 
GIBAATWGGMS 
(Message type MT598 or MT599, ISIN AT0000938204 must be clearly indicated
in the text)

It will not be possible to appoint a special proxy and to exercise the
shareholders' right to information without a safe custody receipt being
received by the Company in due time.

Shareholders are requested to contact their depositary bank to arrange for
a safe custody receipt to be issued and submitted.

The record date will have no consequences for the salability of the shares
and has no significance for dividend entitlement.

Safe custody receipt in accordance with Section 10a AktG
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 (Section 10a (2) AktG):

• Information on the issuer: name/name of company and address or a code
commonly 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 shares held by the shareholder,
ISIN AT0000938204 (International Securities Identification Number),
• Custodian account number, securities account number, or other
designation,
• Time or period to which the safe custody receipt relates.

The safe custody receipt as evidence for the shareholding and entitlement
to participation in the Shareholders’ Meeting must refer to the end of the
record date December 12^th, 2022, (12.00 midnight, CET).
The safe custody receipt will be accepted in German or English. 

V.  APPOINTMENT OF A SPECIAL PROXY AND THE PROCEDURE TO BE FOLLOWED IN
THIS RESPECT
Every shareholder who is entitled to participate in the virtual
Shareholders' Meeting in accordance with COVID-19-GesG and COVID-19-GesV
and who has provided proof of this to the Company in accordance with the
stipulations in section IV. of this convening notice has the right to
appoint a special proxy.

In accordance with Section 3 (4) COVID-19-GesV, the submission of a
proposal for a resolution, the casting of votes and the raising of an
objection at this virtual Shareholders' Meeting of Mayr-Melnhof Karton
Aktiengesellschaft on December 22^nd, 2022, may only be performed by one
of the special proxies, whose costs are borne by the Company.

The following persons, who are eligible and independent of the Company,
are proposed as special proxies:

(i)      Attorney Dr. Christoph Diregger
         c/o DSC Doralt Seist Csoklich Rechtsanwälte GmbH
         1090 Vienna, Währinger Straße 2-4 
         [6]diregger.mm@hauptversammlung.at

(ii)     Dr. Michael Knap,
         Member of the Management Board
         IVA Interessenverband für Anleger
         1130 Vienna, Feldmühlgasse 22
         [7]knap.mm@hauptversammlung.at 

(iii)    Thomas Niss,
         c/o Coown Technologies GmbH
         1040 Vienna, Gusshausstrasse 3/2
         [8]niss.mm@hauptversammlung.at

(iv)    Attorney Ewald Oberhammer, LL.M.
         c/o Oberhammer Rechtsanwälte GmbH
         1010 Vienna, Karlsplatz 3/1
         [9]oberhammer.mm@hauptversammlung.at

Each shareholder may select one of the four persons named above as his or
her special proxy and issue a power of attorney to this person.

The granting of a power of attorney to another person is not permissible
in accordance with Section 3 (4) COVID-19- GesV. 

A separate authorization form is available on December 1^st, 2022 at the
latest on the Company's website at [10]www.mm.group/en/ or
[11]https://www.mm.group/en/for-investors/ordinary-shareholders-meeting/
for the purpose of granting power of attorney to the special proxies. You
are requested to use this authorization form.

The regulations contained in the Participation Information must be
observed with regard to the granting of powers of attorney, the
transmission options provided for this purpose and the deadlines.

Personal delivery of the power of attorney at the place of assembly is
explicitly excluded.

VI. 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 Shareholders' Meeting and
announced, provided that such request is made in writing and sent by post
or courier to the Company no later than December 3^rd, 2022 (12.00
midnight, CET) 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
[12]investor.relations@mm.group 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 IV. 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 reasons therefor, and request that such proposals, together with
the names of the shareholders concerned 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 December 13^th, 2022 (12.00 midnight, CET)
either by fax to +43 (0) 1 50136 91016 or by mail to Brahmsplatz 6, 1040
Vienna, Investor Relations Department, Attn. Mr. Stephan Sweerts-Sporck,
or by e-mail to [13]investor.relations@mm.group, 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. 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 IV. 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 Shareholders’ Meeting, to the extent
that such information is necessary for the proper evaluation of an – in
this convening notice announced – 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.
A prerequisite for the exercise of the shareholders' right to information
is the proof of eligibility to attend (section IV. of the convening
notice) and the granting of a corresponding power of attorney to the
special proxy (section V. of the convening notice).

Explicit reference is made to the fact that the right to information and
the right to speak during this virtual Shareholders' Meeting – on the
agenda items announced in this convening notice – may be exercised by the
shareholders themselves by way of electronic mail exclusively by
transmitting questions or the contribution by e-mail directly to the
Company exclusively at the e-mail address
[14]fragen.mm@hauptversammlung.at.

Shareholders are requested to submit all questions in advance in text form
by e-mail to the address [15]fragen.mm@hauptversammlung.at so that they
are received by the Company no later than the third working day prior to
the Shareholders' Meeting, i.e. by December 19^th, 2022. This serves to
ensure the efficiency of the meeting in the interest of all participants
in the Shareholders' Meeting, in particular for issues that require a
lengthy period of preparation.

This will allow the Management Board to prepare as accurately as possible
and to answer the questions you ask as promptly as possible.

We would ask you to use the question form, which is available on the
Company's website at [16]www.mm.group/en/ and
[17]https://www.mm.group/en/for-investors/ordinary-shareholders-meeting/.
If this question form is not used, the person (name/company, date of
birth/company register number of the shareholder) must be named in the
corresponding e-mail. We would also ask you to include your custodian
account number in the e-mail in order to enable the Company to establish
the identity of and conformity with the safe custody receipt.

Please note that the Chair may impose reasonable time restrictions during
the Shareholders' Meeting.

More detailed information and procedures for the exercise of shareholders'
right to information in accordance with Section 118 AktG are set out in
the Participation Information.

4. Motions by shareholders during the Shareholders’ Meeting in accordance
with Section 119 AktG
Every shareholder is entitled – irrespective of a specific shareholding –
to submit motions at the virtual Shareholders’ Meeting in accordance with
the provisions of COVID-19-GesG and COVID-19-GesV through his or her
special proxy for each item on the agenda.

However, motions may only be transmitted to the proxy authorized by the
relevant shareholder and submitted by the latter at the Shareholders'
Meeting.

The point in time up to which instructions on the submission of motions to
the special proxy are possible will be determined by the Chair in the
course of the virtual Shareholders’ Meeting. 

The prerequisite for this is proof of the right to participate in
accordance with section IV. of this convening notice and the granting of a
corresponding power of attorney to a special proxy in accordance with
section V. of this convening notice.

Further information and procedures for the exercise of the shareholders'
right to submit applications in accordance with Section 119 AktG are set
out in the Participation Information.

5. Information for shareholders relating to data protection
As controller, Mayr-Melnhof Karton Aktiengesellschaft, Brahmsplatz 6,
A-1040 Vienna, processes shareholders’ personal data (in particular those
in accordance with Section 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 participate and exercise their rights during the
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 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 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 Shareholders’ Meeting, all other shareholders
present, or their representatives, members of the Management Board or
Supervisory Board, the notary 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
[18]privacy@mm.group or via the following contact details of the Data
Protection Officer:
Dr. Thomas Balzer
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
[19]www.mm.group/en/.

VII. FURTHER INFORMATION 
1. Total number of shares and voting rights
At the time the virtual Shareholders’ Meeting is convened, the share
capital of the Company amounts to EUR 80,000,000 divided into 20,000,000
no-par shares. Each share grants one vote in the virtual Shareholders’
Meeting.

The total number of shares and voting rights at the time the virtual
Shareholders’ Meeting is convened is therefore 20,000,000. At the time the
Shareholders’ Meeting is convened, the Company does not hold any own
shares.

There are not several classes of shares. 
2. No attendance in person
We would again explicitly point out that when the upcoming Shareholders'
Meeting is held as a virtual Shareholders' Meeting in accordance with the
COVID-19-GesV, neither shareholders nor guests will be admitted in person
to the venue of the Shareholders' Meeting.

Vienna, November 2022 
The Supervisory Board

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

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01.12.2022 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; Vienna Stock Exchange (Official Market)

 
End of News EQS News Service

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1500983  01.12.2022 CET/CEST

References

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