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

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:

1. 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.
2. 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).
3. 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.
4. 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.