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Corporate Governance

As an internationally active, listed company, the MM Group is committed to responsible Corporate Governance focusing on sustainable value added. We consider this to be an essential prerequisite for achieving our corporate goals. We there-fore ensure that Corporate Governance is consistently practiced and further developed in all areas of the Company. This includes the whole management and control system of the Company with the approach of promoting trust in the MM Group among our employees, shareholders, business partners and the public and ensuring a high level of transparency.

The MM Group has voluntarily committed to compliance with the Code in its respectively applicable version since the Austrian Corporate Governance Code (Österreichischer Corporate Governance Kodex – ÖCGK) became effective in 2002. The Code is based on the provisions of Austrian stock corporation, stock exchange and capital market laws, EU recommendations as well as the guidelines contained in the OECD Principles of Corporate Governance. The Code is regularly reviewed against the background of national and international developments and adjusted as necessary. The current Austrian Corporate Governance Code can be downloaded from the website of the Austrian Working Group for Corporate Governance at www.corporate-governance.at. The compliance with the Corporate Governance Code is subject to an annual internal evaluation provided by the MM Group. Furthermore, an external evaluation of compliance with C rules is carried out every three years, which was again performed in 2021 in order to rotation.

The implementation and evaluation for the business year 2021 is based on the Code's version of January 2021. The MM Group continues to comply with all legal provisions without any restrictions. Almost all additional C Rules and R Rules (Recommendations) contained in the Code, which do not require any explanation in case of deviations, have been complied with.

The Company gives the following explanations for deviations from C Rules for 2021:

  • Rule 27a: The Management Board contracts do not contain any provisions stipulating that the economic situation is to be taken into account in the event of the premature retirement of a Management Board member. However, due to the long-term profit-sharing scheme, future developments are taken into account by means of surcharges or deductions. When concluding new Management Board contracts, this requirement of the ÖCGK should also be taken into account. 

Rainer Zellner
Chairman since April 29, 2015
born 1947
Independent entrepreneur; Chairman of the Supervisory Board of Mayr-Melnhof Holz Holding AG, Leoben

Johannes Goess-Saurau
1st Deputy Chairman since May 7, 2008
Member of the Supervisory Board since May 18, 2005
born 1955
Manager of his own companies

Nikolaus Ankershofen
2nd Deputy Chairman since April 26, 2017
Member of the Supervisory Board since April 28, 2010
born 1969
Lawyer and partner at Ankershofen Goëss Hinteregger Rechtsanwälte OG; Supervisory Board member at Mayr-Melnhof Holz Holding AG, Leoben; Management Board member of several private trusts

Alexander Leeb
Member of the Supervisory Board since May 7, 2008
born 1959
Chairman of the  Supervisory Board at Andritz AG, Graz; Deputy Chairman of the Supervisory Board at Plansee Holding AG, Reutte; Chairman of the Board of Trustees of LGT Venture Philanthropy Foundation, Vaduz 

Georg Mayr-Melnhof
Member of the Supervisory Board since May 7, 2008
born 1968
Employee of the archdiocese of Salzburg

Ferdinand Mayr-Melnhof-Saurau
Member of the Supervisory Board since April 29, 2020
born in 1987
Managing partner at various real estate investment and real estate development companies; Management Board member at Oskar Vogl Privatstiftung, Graz  

Klaus Rabel
Member of the Supervisory Board since April 29, 2020
born in 1961
Auditor and tax consultant, University Professor of Corporate Valuation and Value-Oriented Management at the Institute of Corporate Accounting and Taxation at the Karl-Franzens-University, Graz; Deputy Chairman of the Professional Committee for Business Administration of the Chamber of Advisors and Auditors, Vienna; Member of the Europe MSR Board of the International Valuation Standards Council (IVSC), London; Management Board member of Austrian family trusts and Supervisory Board member in Austrian family-owned companies

Andreas Hemmer
Member of the Supervisory Board since October 20, 2009
born 1968
Employee representative

Gerhard Novotny
Member of the Supervisory Board since May 10, 1995
born 1963
Employee representative

The current mandates of all members of the Supervisory Board delegated by the shareholders will expire at the 31st Ordinary Shareholders’ Meeting in 2025 which will resolve on the discharge for the financial year 2024.

The mandates of the employees' representatives are awarded for an indefinite period of time.

Members of the Committees of the Supervisory Board
Presidium (Committee for Management Board Issues)
Rainer Zellner, Chairman
Johannes Goess-Saurau
Nikolaus Ankershofen

Audit Committee
Klaus Rabel, Chairman
Rainer Zellner
Johannes Goess-Saurau
Nikolaus Ankershofen
Gerhard Novotny 

Members of the Supervisory Board with additional Supervisory Board mandates in publicly listed companies
Alexander Leeb
Member of the Supervisory Board Andritz AG, Graz, Österreich

Independence of the members of the Supervisory Board

The Supervisory Board is committed to the guidelines set out in annex 1 of the Austrian Corporate Governance Code when determining the criteria of their independence: 

A Supervisory Board member must not maintain, or have maintained in the past year, any business relations with the Company or any of its subsidiaries with significance for the member of the Supervisory Board. This also applies to relationships with companies in which a member of the Supervisory Board has a considerable economic interest, but not to the performance of institutional functions in the Group. The approval of individual transactions by the Supervisory Board in accordance with L Rule 48 (Company Contracts with Members of the Supervisory Board outside their activity in the Supervisory Board) does not automatically qualify the person as not independent.

The Supervisory Board member must not have acted as an auditor of the Company or have owned a share in the auditing company or have worked there as an employee in the past three years.

The Supervisory Board member must not be a member of the Management Board of another company in which a member of the Company's Management Board is a Supervisory Board member.

The Supervisory Board member must not be closely related (direct offspring, spouse, life partner, parent, uncle, aunt, brother, sister, niece, nephew) to a member of the Management Board or employees in leading positions, the auditor, or employees of the auditing company.

All members of the Supervisory Board have declared their independence in accordance with these criteria. Consequently this also applies to all members of the Committees of the Supervisory Board.

In addition, the members of the Supervisory Board deal with the provisions of the Austrian Corporate Governance Code regarding conflicts of interest at least once a year. Furthermore, new members of the Supervisory Board receive detailed information on the avoidance of conflicts of interest at the start of their activities.

Representation of interests of a share > 10 % in Mayr-Melnhof Karton AG
In the Supervisory Board of Mayr-Melnhof Karton AG, there are two independent members representing a shareholding of more than 10 %:
Nikolaus Ankershofen
Ferdinand Mayr-Melnhof-Saurau

Contracts between members of the Supervisory Board and the Company subject to approval
In the financial year 2021, the following contracts between Mayr-Melnhof Karton AG and individual members of the Supervisory Board were subject to approval:

Nikolaus Ankershofen
Ankershofen Goëss Hinteregger Rechtsanwälte OG, where Nikolaus Ankershofen is lawyer and partner, acts as a legal advisor to Mayr-Melnhof Karton AG on an ad-hoc basis. These mandates mainly relate to employment law matters between the Management Board and Mayr-Melnhof Karton AG. Ankershofen Goëss Hinteregger Rechtsanwälte OG charges on the basis of hourly rates customary for lawyers. In the financial year 2021, fees totaling thous. EUR 23 were charged.

Franz Rappold
RAFRA Consulting GmbH provides consulting services on the basis of a consulting agreement with Mayr-Melnhof Karton AG, which are outside the activities of Franz Rappold as a member of the Supervisory Board. The consulting agreement has a total term of 3 years and ends on June 30, 2022. The contractually agreed consulting fee amounts to thous. EUR 100 per calendar year plus any cash expenses.

As a sustainably operating company, the MM Group is more than ever committed to taking diversity into account as a long-term success factor. The MM Group's concept of diversity is stated in the Code of Conduct. It is laid down there that we commit ourselves to creating a working environment throughout the Group that is characterized by openness and mutual respect. We are convinced that with a background of different perspectives and experiences, which we consider to be an enrichment, we can perform our tasks even more effectively and innovatively. In our Group-wide, uniform, inclusive human resource policy, we are committed to equal opportunities, irrespective of national/ethnic origin, gender, age, religion or life situation, and assess employees and applicants in accordance with the principle of equal treatment.

When filling management positions in the Company, the MM Group generally follows the recommendation of the Equal Opportunities Act to pay attention to diversity and to strive in particular for an appropriate distribution of gender, age and competence. In line with our strategic objective to achieve the best possible diversity at the top management level and to further increase the proportion of women in management positions, we are pleased to report on progress in 2020/2021. Since 2021, one woman has been appointed to a divisional executive board. In addition, women hold more and more top management positions within the MM Group. These include in particular the areas of Human Resources, Information Management (IT), Strategy/Continuous Improvement, Marketing Communication and Legal. Within the framework of internal management development, we attach great importance to further expand the share of female participants. More flexible work arrangements help to increase the compatibility of career and family. Overall, the share of women in the MM Group amounted to 22.3 %. However, due to MM's activity in heavy industry and work in shifts, the share of women in the Group and in recruitment tends to be low. Being an attractive employer for women in both technical and commer-cial occupations is our long-term aspiration.
 
At present, the Supervisory Board consists of ten men and the Management Board, the only employees of the listed holding company, of three. In the election of Supervisory Board members, attention is paid to the professional and per-sonal qualifications, independence and impartiality of the candidates and to a well-balanced composition. Achieving a more balanced gender ratio of the Supervisory Board remains our objective. 

Notifications of management transactions pursuant to Article 19 of Regulation (EU) No 596/2014

Date of TransactionName of the person reportingReason for the duty to notifyDetails (pdf)
September 29, 2022Nikolaus AnkershofenMember of the Supervisory BoardNotification
September 28, 2022Peter OswaldCEONotification
September 23, 2022Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
September 22, 2022Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
September 16, 2022Nikolaus AnkershofenMember of the Supervisory BoardNotification
September 16, 2022Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
September 8, 2022Peter OswaldCEONotification
September 5, 2022Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
September 2, 2022Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
September 1, 2022Nikolaus AnkershofenMember of the Supervisory BoardNotification
August 29, 2022Nikolaus AnkershofenMember of the Supervisory BoardNotification
August 18, 2022LUNARIA GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft (FN 404539k)Close relationship to SB Univ.-Prof. Dr. Klaus RabelNotification
June 28, 2022MM Forstbetrieb Leims GmbHClose relationship to SB Ferdinand Mayr-Melnhof-SaurauNotification
June 28, 2022MM Forstbetrieb Leims GmbHClose relationship to SB Ferdinand Mayr-Melnhof-SaurauNotification
June 28, 2022MM Forstbetrieb Leims GmbHClose relationship to SB Ferdinand Mayr-Melnhof-SaurauNotification
June 28, 2022MM Forstbetrieb Leims GmbHClose relationship to SB Ferdinand Mayr-Melnhof-SaurauNotification
June 24, 2022Peter OswaldCEONotification
May 6, 2022Nikolaus AnkershofenMember of the Supervisory BoardNotification
May 3, 2022Nikolaus AnkershofenMember of the Supervisory BoardNotification
May 2, 2022Nikolaus AnkershofenMember of the Supervisory BoardNotification
April 28, 2022Nikolaus AnkershofenMember of the Supervisory BoardNotification
March 25, 2022Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
March 24, 2022Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
March 16, 2022Nikolaus AnkershofenMember of the Supervisory BoardNotification
February 10, 2022Rainer ZellnerChairman of the Supervisory BoardNotification
February 8, 2022Rainer ZellnerChairman of the Supervisory BoardNotification
November 11, 2021Peter OswaldCEONotification
October 7, 2021MM Schubi Vermögensverwaltungs GmbHClose relationship to SB Ferdinand Mayr-Melnhof-SaurauNotification
October 6, 2021MM Schubi Vermögensverwaltungs GmbHClose relationship to SB Ferdinand Mayr-Melnhof-SaurauNotification
October 1, 2021Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
September 30, 2021Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
September 30, 2021Nikolaus AnkershofenMember of the Supervisory BoardNotification
September 29, 2021Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
September 21, 2021Nikolaus AnkershofenMember of the Supervisory BoardNotification
September 17, 2021Rainer ZellnerChairman of the Supervisory BoardNotification
September 13, 2021Rainer ZellnerChairman of the Supervisory BoardNotification
September 1, 2021Peter OswaldCEONotification
August 31, 2021Peter OswaldCEONotification
August 26, 2021Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
May 28, 2021Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
May 27, 2021Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
May 21, 2021Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
May 20, 2021Pfannberg Privatstiftung, FN 203176pClose relationship to SB Nikolaus AnkershofenNotification
December 15, 2020Rainer Zellner Chairman of the Supervisory BoardNotification
December 14, 2020Rainer ZellnerChairman of the Supervisory BoardNotification
December 11, 2020Rainer Zellner Chairman of the Supervisory BoardNotification
December 4, 2020Georg Mayr-MelnhofMember of the Supervisory BoardNotification
August 20, 2020Peter OswaldCEONotification
April 3, 2020Felima Privatstiftung, FN203175mClose relationship to SB Guido HeldNotification
April 3, 2020Ferdima Privatstiftung, FN203173iClose relationship to SB Guido HeldNotification
March 31, 2020Felima Privatstiftung, FN203175mClose relationship to SB Guido HeldNotification
March 31, 2020Ferdima Privatstiftung, FN203173iClose relationship to SB Guido HeldNotification
March 30, 2020Felima Privatstiftung, FN203175mClose relationship to SB Guido HeldNotification
March 30, 2020Ferdima Privatstiftung, FN203173iClose relationship to SB Guido HeldNotification
March 20, 2020Ferdima Privatstiftung, FN203173iClose relationship to SB Guido HeldNotification
March 20, 2020Felima Privatstiftung, FN203175mClose relationship to SB Guido HeldNotification
March 20, 2020Melama Privatstiftung, FN 203194sClose relationship to SB Romuald BertlNotification
March 19, 2020Rainer ZellnerChairman of the Supervisory BoardNotification
March 19, 2020Ferdima Privatstiftung, FN203173iClose relationship to SB Guido HeldNotification 
March 19, 2020Felima Privatstiftung, FN203175mClose relationship to SB Guido HeldNotification 
March 18, 2020Ursula Mayr-Melnhof-Saurau-HeldClose relationship to SB Guido HeldNotification
March 18, 2020Pfannberg Privatstiftung, FN 203176pClose relationship to SB R. Bertl and N. AnkershofenNotification
March 17, 2020Pfannberg Privatstiftung, FN 203176pClose relationship to SB R. Bertl and N. AnkershofenNotification
August 22, 2019Melama Privatstiftung, FN203194sClose relationship to SB Romuald BertlNotification

 I. GENERAL TERMS
Section 1 Company, Seat and Term
(1) The public limited company operates the company Mayr-Melnhof Karton Aktiengesellschaft.
(2) The seat is in Vienna.
(3) The duration of the company is not limited to a specific period.

Section 2 The company’s objects
(1) The purchase, setup and management of assets dedicated to production and trade and the exercise of the rights and duties associated with their ownership.
(2) The production and sale of cartonboard and packaging and all associated business.
(3) The exercise of group management functions.
(4) The acquisition, management and disposal of investments in companies of all kinds and all legal forms both in the country and abroad.
(5) Banking business within the meaning of the Bankwesengesetz (Banking Act) is excluded from the company’s activities. The company is entitled to enter into all transactions and to take all measures that are necessary or useful in this context, in particular the purchase of properties, the setting up of branches and subsidiaries, the total or partial outsourcing or transfer of businesses to associated companies and the conclusion of business management and business transfer contracts, business leasing contracts, cooperation contracts, know-how transfer contracts and joint venture contracts as well as other company contracts, all both in the country and abroad. It may restrict itself to the management of investments.

Section 3 Public announcements
Public announcements of the Company shall be made, to the extent and as long as required by the Austrian Stock Corporation Act, in the official gazette of Wiener Zeitung or in the electronic announcement and information platform of the Federal Government (EVI). Otherwise, public announcements of the Company shall be made in accordance with the respective applicable legal provisions.

II. SHARE CAPITAL AND SHARES
Section 4 Share capital
(1) The company’s share capital amounts to EUR 80,000,000.00.
(2) It is divided into 20,000,000 no-par shares, each of which has an equal proportion of the share capital.
(3) All shares are bearer shares.
(4) In the event of a capital increase, if the increase resolution sets down no terms regarding whether the shares are registered or bearer shares, they are bearer shares.
(5) The Management Board is authorized for a period of five years after the entry of this amendment to the Articles of Association in the commercial register,
a. to increase the share capital from the current nominal value of EUR 80,000,000 by up to a further EUR 8,000,000 by issuing up to 2,000,000 new ordinary bearer shares (no-par value shares) against cash and/or non-cash contributions – in several tranches if neces-sary – in accordance with Section 169 AktG, subject to the approval of the Supervisory Board, and to determine the amount and conditions of the issue and the further details of the implementation of the capital increase, in each case subject to the approval of the Supervisory Board,
b. to offer the new shares to the shareholders for subscription, subject to an exclusion of the subscription right in accordance with subsection c), if necessary by way of indirect subscription rights in accordance with Section 153 (6) AktG,
c. to exclude shareholders' subscription rights with the approval of the Supervisory Board,
(i) if the capital increase is made against non-cash contributions for the purpose of acquiring companies and businesses, or parts thereof, or shares in one or more companies in Austria and abroad, or
(ii) to exclude fractional amounts from shareholders' subscription rights, or
(iii) to service an over-allotment option granted to the issuing banks.
The Supervisory Board is authorized to adopt amendments to the Articles of Association resulting from the issue of shares from the authorized capital.
[Authorized capital 2022]
 

Section 5 Share certificates
The Management Board shall determine the form and content of the share certificates and the profit share and renewal coupons. The same applies to partial debentures, interest and renewal coupons and option warrants.

III. MANAGEMENT BOARD
Section 6 Composition of the Management Board
(1) The Management Board shall consist of two, three, four, five or six members, whereby the Supervisory Board may appoint a Chairman of the Management Board from among the members of the Management Board. If a member of the Management Board is appointed Chairman of the Management Board, his vote shall have the casting vote in the event of a tie (Dirimation Right). If and as long as the Management Board consists of two members, the Dirimation Right of the Chairman of the Management Board shall be suspended.
(2) The Supervisory Board may appoint a member of the Management Board as the Deputy Chairman. In addition, the appointment of deputy Management Board members is permitted.

Section 7 Representation of the company
(1) The company is represented by two Management Board members jointly or by one Management Board member together with an authorised representative. 
(2) If two or more Management Board members are appointed, the Supervisory Board may grant or withdraw sole authority to individuals among them.
(3) Deputy Management Board members are equal to ordinary Management Board members in their authority to represent the company.

Section 8 Management of the company
(1) The Supervisory Board may determine the allocation of the transactions within the Management Board and issue procedural rules for the Management Board in which the management measures requiring consent are defined. In managing the business, the Management Board must observe the statutory provisions, the Articles of Association and the procedural rules issued by the Supervisory Board.
(2) The Management Board is obliged towards the company to comply with the restrictions that the Articles of Association or the Supervisory Board have specified regarding the scope of its authority or that arise from a resolution by the Shareholders’ Meeting per Section 103 AktG.

Section 9 Report to the Supervisory Board
(1) The Management Board must present a report to the Supervisory Board at least once a year regarding basic questions relating to the company’s future business policy and the future changes to the asset, financial and profit situation in the form of a forecast statement (annual report). The Management Board must also report to the Supervisory Board regularly, at least once a quarter, on the progress of the business and the company’s situation compared with the forecast statement, taking into account the future changes (quarterly report). In the case of important matters, the Chairman of the Supervisory Board is to be informed without delay. The Supervisory Board is also to be informed without delay about circumstances that are of major importance to the company‘s profitability or liquidity (special report).
(2) The annual report and the quarterly reports are to be submitted in writing and at the Supervisory Board’s request explained orally. They are to be issued to every Supervisory Board member. The special reports are to be submitted in writing or orally.

IV. SUPERVISORY BOARD
Section 10 Composition of the Supervisory Board
The Supervisory Board consists of at least four and as a maximum twelve members elected by the Shareholders’ Meeting.

Section 11 Election and dismissal of Supervisory Board members
(1) The members of the Supervisory Board are elected by the Shareholders’ Meeting for a maximum period lasting until the end of the Shareholders’ Meeting that passes a resolution on the discharge regarding the fourth financial year after their election; here the financial year in which the individual Supervisory Board member is elected is not taken into account.
(2) If members of the Supervisory Board leave the Supervisory Board before the end of their term of office, a replacement need not be elected until the next Annual General Meeting, unless the number of elected Supervisory Board members has fallen below the minimum number stipulated by the Articles of Association. By-elections shall be held for the remainder of the term of office of the departing member.
(3) Any member of the Supervisory Board may resign from office, observing a one-month notice period and without giving good reason, by sending a written declaration to the Chairman of the Supervisory Board.
(4) An appointment as a member of the Supervisory Board may be withdrawn by the Shareholders’ Meeting before the end of the period of office. The resolution requires a simple majority of the votes cast.
(5) At the same time as the appointment of a Supervisory Board member, a replacement member may be appointed who will become a member of the Supervisory Board if the Supervisory Board member resigns before the expiry of his period of office without a successor being elected. The Shareholders’ Meeting may elect a replacement member for a Supervisory Board member or several Supervisory Board members. The period of office of a shareholders’ replacement member brought into the Supervisory Board ends as soon as the Shareholders’ Meeting has elected a successor for the resigned member by the expiry of the period of office of the resigned member at the latest.

Section 12 Internal organisation of the Supervisory Board
1) Each year, in a meeting for which no special invitation is required and which immediately follows the Ordinary Shareholders’ Meeting, the Supervisory Board elects a Chairman and up to three deputies from among its members. The election requires an absolute majority of the votes. If none of the people proposed receives the required majority in that election, there is a run-off between the two people who received the most votes, with a simple majority of the votes cast determining the result.
(2) If the Chairman of the Supervisory Board is incapacitated, one of his deputies shall exercise the office of the Chairman. 
(3) Declarations of intent by the Supervisory Board and its committees are issued by the Chairman or, in the event of his incapacity, one of his deputies.
(4) The Supervisory Board can issue its own procedural rules.
(5) Besides the general requirements relating to resolutions per the Austrian Stock Corporation Act, Supervisory Board resolutions regarding its procedural rules require the consent of a simple majority of the members elected by the Shareholders’ Meeting.
(6) The proceedings and resolutions of the Supervisory Board are held - without prejudice to the exception specified in Section 12 (10) - in meetings to which the Chairman calls the members at their last stated address; Section 94 Austrian Stock Corporation Act is unaffected.
(7) The Supervisory Board can pass resolutions if at least half of its members, including the Chairman or his deputy, are present or represented. The Chairman chairs the meeting and determines the nature of the vote.
(8) Provided no other majority is mandatory according to the law or the Articles of Association, the Supervisory Board’s resolutions are passed with a simple majority of the votes cast. If there is a tie, the chairman of the meeting has the deciding vote. A record of the proceedings and resolutions of the Supervisory Board is to be produced and is to be signed by the chairman of the meeting.
(9) Absent or incapacitated Supervisory Board members are entitled to be represented by a member attending the meeting. The written authorisation for this is to be shown to the Chairman. In determining whether a meeting has a quorum for a resolution, the member represented is not to be counted. The right to act as Chairman may not be transferred.
(10) If the Chairman orders this for special reasons and no Supervisory Board member expressly objects to this procedure, resolutions may also be passed in writing. In such a case, representation of Supervisory Board members is not permitted.
(11) For its work the Supervisory Board must receive remuneration, the distribution of which it decides itself.

Section 13 Committees
(1) The Supervisory Board may form committees from its own members. Its task and authority are determined by the Supervisory Board. The authority to make decisions may also be transferred to these committees. Section 12 (1) of the Articles of Association apply mutatis mutandis to the election of committee members.
(2) The terms of Section 12, (6) – (8) of these Articles of Association also apply mutatis mutandis to the committees of the Supervisory Board. If a committee consists of only two members, it only has a quorum for resolutions if both members are present.

Section 14 Reservation of authority
In the creation of committees, the entire Supervisory Board nevertheless retains the right to decide on:
1. the passing of resolutions on the procedural rules for the Supervi-sory Board and the Management Board;
2. the approval of the annual budget;
3. the approval of the annual accounts and the resolution on the report to the Shareholders’ Meeting in accordance with Section 96 Austrian Stock Corporation Act;
4. the appointment and withdrawal of the appointment of members of the Management Board and the appointment of the Chairman of the Management Board and the withdrawal of this appointment.

Section 15 Attendance at meetings of the Supervisory Board and its committees
(1) People who are members of neither the Supervisory Board nor the Management Board may not attend meetings of the Supervisory Board or its committees. Experts and advisers providing information may be called upon for advice regarding specific issues.
(2) Supervisory Board members who are not members of a committee may only attend meetings of this committee with the consent of the Chairman of the Supervisory Board.

Section 16 Amendments to the Articles of Association
The Supervisory Board may pass resolutions on amendments to the Articles of Association that only affect its constitution.

V. SHAREHOLDERS’ MEETING
Section 17 General
(1) The Shareholders’ Meeting is convened by the Management Board or the Supervisory Board.
(2) The Shareholders’ Meeting is held at the Company’s registered office, one of its branches in the country or in an Austrian State capital. The language of the proceedings is German.
(3) The convening of the Shareholders’ Meeting is to be published observing the following conditions.
(4) The convening of the Ordinary Shareholders’ Meeting is to be announced on the 28th day before the Shareholders’ Meeting at the latest.
(5) The convening of every other Shareholders’ Meeting is to be announced on the 21st day before the Shareholders’ Meeting at the latest (Extraordinary Shareholders’ Meeting).
(6) The announcement of the convening must be made by publication in accordance with Section 3 of the Articles of Association.
(7) The right to attend the Shareholders’ Meeting and to exercise the right to vote and the shareholders’ other rights that are to be claimed in the context of the Shareholders’ Meeting is based on the possession of shares at the end of the tenth day before the date of the Shareholders’ Meeting (record date).
(8) The possession of shares as at the record date is to be evidenced by a safe custody receipt per Section 10a AktG that must be received by the company on the third working day before the Shareholders’ Meeting at the latest at the address stated for this purpose in the convening notice. The submission of the safe custody receipt by fax or email may be permitted in the convening notice.

Section 18 Right to vote
(1) Every non-par share grants a right to one vote.
(2) The right to vote may also be exercised by proxies. This authorization must be granted to a specific person in text form. This authorization must be submitted to the company and be retained or verifiable by this person.
(3) If the shareholder has granted this authorization to the depositary bank (Section 10a AktG), it is sufficient for this institution to issue, in addition to the safe custody receipt, a declaration that it has been granted authorization as a proxy; Section 10a (3) AktG applies mutatis mutandis. 
(4) If this authorization is not granted to the depositary bank Section 10a AktG), the authorization is to be submitted in text form by post before the Shareholders’ Meeting or in person at the Shareholders’ Meeting or sent to the company via an electronic communication medium to be specified in more detail by the company. The details regarding the granting of these authorizations are issued together with the convening notice of the Shareholders’ Meeting.

Section 19 Chairmanship
(1) The chairmanship of the Shareholders’ Meeting is held by the Chairman of the Supervisory Board. If neither he nor his deputy has appeared, the notary engaged for the certification shall chair the meeting until a Chairman is elected.
(2) The form of exercising the right to vote and the procedure for counting the votes is determined by the Chairman.
(3) The Chairman chairs the proceedings and determines the order of the speakers and how the items on the agenda are dealt with. In the course of the Shareholders’ Meeting, he may determine reasonable restrictions on speaking times, question times or the total time for speeches and questions in general or for individual speakers.
(4) The members of the Management Board and the Supervisory Board must attend the Shareholders’ Meeting whenever possible. The statutory auditor must be present at the Ordinary Shareholders’ Meeting. The connection of members of the Management Board or the Supervisory Board via a two-way optical and audiovisual link is permitted.

Section 20 Forming a majority
(1) In so far as the law does not impose another mandatory form of majority, the Shareholders’ Meeting passes resolutions with a simple majority of the votes cast and in cases where a majority of the capital is required, with a simple majority of the share capital represented in the passing of the resolution.
(2) If in a vote an absolute majority is not achieved in the first round of voting, a run-off is held between the two candidates who have received the most votes. In the event of a tie, the Chairman of the meeting has a casting vote.

Section 21 Ordinary Shareholders’ Meeting
Each year the Management Board must call a Shareholders’ Meeting which must be held in the first eight months of the financial year (Ordinary Shareholders’ Meeting) and must present to it the annual financial statements together with the management report, the corporate governance report, any consolidated financial statements together with a group management report, the proposal for the appropriation of earnings and the report submitted by the Supervisory Board.
The agenda of the Ordinary Shareholders’ Meeting must contain:
(1) the submission of the above-mentioned documents and if relevant the approval of the annual financial statements in the cases envisaged by the law,
(2) the taking of the resolution on the use of the accumulated earnings if such a profit is shown in the annual financial statements,
(3) the taking of the resolution on the discharge of the members of the Management Board and the members of the Supervisory Board,
(4) the election of the statutory auditor.

VI. ANNUAL FINANCIAL STATEMENTS AND ALLOCATION OF PROFIT
Section 22 Financial year
The financial year corresponds to the calendar year. The first financial year commences upon entry of the conversion and ends on the following 31 December.

Section 23 Annual Financial Statements
(1) In the first five months of the financial year the Managements Board must produce for the prior financial year the annual financial statements supplemented by the annex, a management report and if relevant a corporate governance report and submit these to the Supervisory Board members. The annual financial statements, the management report and the corporate governance report are to be signed by all the Management Board members. Within two months of their submission, the Supervisory Board must check these documents, express their views on them to the Managements Board and submit a report to the Shareholders’ Meeting.
(2) Para. (1) also applies mutatis mutandis to the submission and audit of the consolidated financial statements and the group management report.
(3) If the Supervisory Board approves the annual financial statements, they are confirmed if the Management Board and the Supervisory Board do not decide on confirmation by the Shareholders’ Meeting.

Section 24 Allocation of profit
(1) The Shareholders’ Meeting takes a resolution on the use of the accumulated profit if such a profit is shown in the annual financial statements. By taking the resolution on the application of the accumulated profit, the Shareholders’ Meeting is committed to the annual financial statements produced by the Management Board and approved by the Supervisory Board. However, it can exclude the accumulated profit in part or entirely from the allocation. The Management Board must make the amendments to the annual financial statements that then become necessary.
(2) If the Shareholders’ Meeting has not decided otherwise, the profit shares are due for payment ten days after the holding of the Shareholders’ Meeting.
(3) Any profit shares not claimed by the shareholders within three years lapse to the benefit of the company’s free reserves.

 

 

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