Mayr Melnhof Karton : Annual Report 2025 (MM Annual Report 2025)

About this update from Mayr-melnhof Karton Ag

Fit-For-Future Annual Report Mayr-Melnhof Karton AG 2025 Key Indicators Consolidated sales 3,885.3 4,079.6 - 4.8 % Adjusted EBITDA 1) 418.2 418.5 - 0.1 % Adjusted operating profit 1) 195.4 190.0 + 2.8 % Operating profit 221.0 190.0 + 16.3 % Profit before tax 145.7 114.3 + 27.4 % Profit for the year 77.0 110.5 - 30.3 % Cash flow from operating activities 231.1 516.3 - 55.2 % Free cash flow 11.1 302.2 - 96.3 % consolidated (in millions of EUR) 2025 2024 +/-Sales and earnings indicators Profitability indicators (in %) Adjusted EBITDA margin 10.8 % 10.3 % + 51 bp Adjusted operating margin 5.0 % 4.7 % + 37 bp Adjusted return on capital employed 5.8 % 5.6 % 2) + 19 bp Return on equity 3.6 % 5.3 % - 170 bp Balance sheet indicators Total equity 2,103.6 2,128.7 - 1.2 % Total assets 4,477.8 4,863.1 - 7.9 % Equity ratio 47.0 % 43.8 % + 321 bp Net debt 913.7 1,078.7 2) - 15.3 % Net debt/adjusted EBITDA 2.2 2.6 2) - 15.3 % Net debt/equity (in %) 43 % 51 % 2) - 724 bp Capital employed 3,357.3 3,376.9 2) - 0.6 % Capital expenditures/depreciation Capital expenditures 232.7 220.9 + 5.3 % Depreciation and amortisation 219.7 228.0 - 3.6 % Impairments and write-ups 76.3 0.5 n.m. Employees Employees 3) 13,347 14,710 - 9.3 % Sustainability indicators Absolute scope 1 and 2 emissions (in Mt CO 2 e) 0.85 0.96 - 11.5 % Lost Time Accident Rate (200) 0.96 1.01 - 4.4 % Share performance indicators (in EUR) Earnings per share 3.86 5.41 - 28.7 % Dividend per share 2.00 4) 1.80 + 11.1 % Please find the five year overview of the financial key indicators 2021 - 2025 at the end of the report. 1) Adjusted for material one-off effects. To enhance significance of the earnings figures in the divisions, management now defines "material" as impact of more than EUR 5 million on operating profit (previously more than EUR 10 million). 2) incl. cash and financial liabilities of TANN Group 3) excl. temporary workers 4) proposed Unternehmen & Strategie Leading in Consumer Packaging The MM Group is a global leader in fibre based packaging solutions for consumer goods. With a portfolio comprising cartonboard, folding cartons, kraft and fine papers, leaflets and labels, MM offers innovative solutions with a strong focus on recyclability. MM is committed to long-term orientation and promotes sustainable development throughout its value chain. For moments, that matter ... A new day: Coffee - fresh from MM Packaging Opening a cereal box - while smiling at the breakfast table Cosmetics and medicines for the day -reliably packaged and protected ... MM enables them. Packaging, that reduces and replaces plastic. Be part of these moments ... for a better life and a more sustainable future for our planet Packaging, that says: "I'm just your style." Packaging, that protects what matters. From shared meals to life-saving medicines - consumer goods manufacturers rely on MM to be part of everyday life. Content Content 08 Company & Strategy One Group - Three Divisions MM Group Facts & Figures 10 Our strenghts 11 Our strategic focus 12 Our business model 14 International network 16 The year 2025 18 Foreword 23 Report of the Supervisory Board 26 Highlights 28 MM Food & Premium Packaging 32 MM Pharma & Healthcare Packaging 36 MM Board & Paper 40 Think next. Lead next! 42 Fit-For-Future 44 Recycled fibre-based cartonboard -Cornerstone of Circular Economy 48 Sustainability Highlights 51 Shares & Governance 51 MM Shares 56 Consolidated Corporate Governance Report 28 MM Food & Premium Packaging 32 MM Pharma & Healthcare Packaging 36 MM Board & Paper Content 40 Human Resources - Think next. 44 Cartonboard, spinning in a circle 65 Performance 2025 - Management Report 65 Positioning of the MM Group and the Divisions 71 Development in the Year 2025 83 Research and Development 87 Risk Management 97 Disclosures according to Section 243 a, Para. 1 of the Austrian Commercial Code 99 Consolidated Non-financial Statement according to Section 267 a of the Austrian Commercial Code 99 ESRS 2 General information 119 Information on the EU taxonomy 122 E1 Climate change 140 E2 Environmental pollution 144 E3 Water and marine resources 150 E4 Biodiversity and ecosystems 155 E5 Resource use and circular economy 165 S1 Own workforce 187 S2 Workers in the value chain 196 S3 Affected communities 202 S4 Consumers and end users 208 G1 Governance 219 Appendix 230 Outlook on the Financial Year 2026 231 Consolidated Financial Statements 331 Further Report Segments Statement of the Management Board Development in the 4 th Quarter 2025 You can find our financial reports here. Company & Strategy One roup - Three Divisions The MM Group is managed in three divisions, each with independent profit responsibility. MM Food & Premium Packaging MM Pharma & Healthcare Packaging MM Board & Paper A leading European folding carton producer with strong positions also in several markets outside Europe. A global producer of secondary pharma packaging with a leading position in Europe and the US (e.g. GLP - 1 analogues). A leading cartonboard producer 1) in Europe with an attractive position in kraft papers and uncoated fine papers. 54 % 1) excl. liquid packaging cartonboard 44 % Sales Board & Paper Food & Premium Packaging 40 % 16 % Pharma & Healthcare Packaging Adjusted EBITDA 27 % Board & 19 % Paper Pharma & Healthcare Packaging Food & Premium Packaging MM roup Facts & Figures We are a global leading producer of packaging solutions. Leading in Consumer Packaging. MM Group Facts & Figures 3.9 billion EUR sales 60 locations 78 % share of sales in Europe in 23 countries ~3,500 customers 13,347 employees worldwide 3.4 billion volume of packaging produced in m 2 3.1 million tonnes cartonboard, paper and pulp produced 60 % of shares held by core shareholder families (syndicate) CDP Leadership Rating Climate, Forests and Water Security Our strengths Our strengths How we create sustainable value for success every day and deliver differentiation. Circularity An expansive portfolio of recycled and virgin fibres offers greater choice and high flexibility. Expertise With technical and commercial expertise, we support projects worldwide from concept through to measurable implementation. Market insight Our collaborative innovation approach is a driver of growth and the foundation for sustainable ESG success. Reach With local proximity and global strength, we ensure reliability and consistency across products, services and delivery performance. Our strategic focus At the core - strengthening sustainable competitiveness and profitability. Our strategic focus Expertise & passion We serve our customers' needs with expertise and passion. Innovative solutions We create innovative solutions to replace plastic in packaging and forge new paths. Efficiency in our operations We strive for best - in - class efficiency in our processes and operations. Talent & technology for growth We invest in talent and leading - edge technologies to drive growth. Company & Strategy Our business model Three divisions create added value along the supply chain. (Values 2025) Recycled fibres ~ 1 , 096 , 000 tonnes Cartonboard production ~ 1 , 758 , 000 tonnes Paper production ~ 505 , 000 tonnes 15 % ~ 966 , 000 t onne s Virgin fibres Board & Paper 265 , 000 tonnes ~ 875 , 000 t onne s 15 % MM internal cartonboard sales to MM Food & Premium Packaging + MM Pharma & Healthcare Packaging Pulp 86 % MM internal 14 % market Fibres For the production of our cartonboard products, we source the majority of our fibres from the free market. For virgin fibres, we use both wood and mechanical pulp, the latter is also being produced directly at our mills. The pulp for our paper products and market pulp is manufactured in - house on an integrated basis. Board & Paper Fibres, energy and chemicals are significant factors in cartonboard and paper production. Our cartonboard products are primarily sold to packaging and consumer goods manufacturers. Kraft papers are supplied to customers in the food and gastronomy sectors as well as to the laminates industry. Fine papers are predominantly distributed through paper and office supplies merchants. The pulp produced is largely used internally. Our business model Food & Premium Packaging 2 , 541 million m 2 Volume of packaging produced 40 % 40 % MM internal purchase of cartonboard 1) from MM Board & Paper ~ 380 , 000 t onne s External purchase of virgin and recycled fibre-based cartonboard 1) Pharma & Healthcare Packaging 897 million m 2 Volume of packaging produced 1) excl. Paper, Tipping Paper, Liner Packaging Cartonboard and paper are the main input factors for the two Packaging divisions. Approximately 40 % of cartonboard requirements are sourced internally from MM Board & Paper at market conditions. MM Food & Premium Packaging The division serves a broad range of industries with packaging solutions for everyday consumer goods. Its customer base includes both large multinational and local consumer goods producers. MM Pharma & Healthcare Packaging The product portfolio comprises folding cartons, leaflets and labels. The division supplies several hundred customers, including the leading pharma companies. Company & Strategy International network Always close to our customers. 29 Food & Premium packaging plants 24 Pharma & Healthcare packaging plants 6 cartonboard and paper mills sales in more than 130 countries 1 mechanical pulp (CTMP/BCTMP) mill ~3,500 customers International network MM Food & Premium Packaging MM Pharma & Healthcare Packaging MM Board & Paper You can find our global locations and contact details here: 11 % Sales by destination Rest of world 11 % The Americas 78 % Europe Sales by origin 7 % Rest of world 9 % The Americas 84 % Europe Company & Strategy The year 2025 3,885.3 Group sales in millions of EUR 3.86 Earnings per share in EUR 2.2 Net debt/ adjusted EBITDA 0.96 418.2 Adjusted EBITDA in millions of EUR 2.00 Dividend per share in EUR 1) 43 % Net debt/ equity 0.85 195.4 Adjusted operating profit in millions of EUR 5.8 % Adjusted return on capital employed (ROCE) 232.7 Capital expenditures in millions of EUR Lost Time Accident Rate LTAR (200) Absolute Scope 1 and 2 emissions in millions of tonnes CO 2 e Earnings per share (in EUR) Dividend per share (in EUR) Adjusted operating profit (in millions of EUR) 2025 3 . 86 2025 2.00 1) 2025 195.4 2024 5.41 2024 1.80 2024 190.0 2023 4.36 2023 1.50 2023 229.2 2022 17.19 2022 4.20 2022 562.4 2021 9.46 2021 3.50 2021 269.6 1) proposed The year 2025 Successfully prevailed in a challenging environment Successful ramp-up of the Group-wide Fit-For-Future programme for sustainable earnings improvement Adjusted operating profit up 3 % (pro forma excl. TANN up 15 %) Around EUR 70 million earnings contribution already in 2025 Sustainable earnings improvement of more than EUR 250 million expected in 2027 Balance sheet strengthened: higher equity ratio, lower net debt Dividend increase of 11 % to EUR 2.00/share in line with new dividend policy Further reduction of absolute CO 2 emissions by 11 % Weak market conditions and structural overcapacity persist Company & Strategy A WORD FROM THE MANAGEMENT BOARD Together Fit-For-Future Dear Shareholders, In the 2025 financial year, the third exceptionally challenging year in a row marked by continued weak consumer demand and structural overcapacity in Europe, we succeeded in significantly strengthening the competitiveness of the MM Group and taking decisive steps towards a sustainable improvement in our operational earnings power. Adjusted operating profit increased by 3 % (pro forma excluding TANN by 15 %). This performance was driven by a consistent focus on those factors within our control: excellence in production and sales, a rigorous cost discipline, and a clear strategic focus on our core business of consumer packaging. At the heart of this effort is the Group - wide Fit - For - Future programme, which we successfully ramped up and further accelerated in 2025. Together with our teams and supported by external expertise, we are swiftly driving forward a comprehensive package of growth initiatives, procurement optimisation, operational efficiency "With a strong MM team, our ambition for leadership and the expected substantial contribution from the Fit - For - Future programme, we look to the future with confidence." Peter Oswald, Chairman of the Management Board improvements, as well as structural enhancements in sales and administrative functions. Today, we are confident that by 2027 we will achieve an earnings uplift of more than EUR 250 million compared with 2024 (excl. TANN) adjusted for market - related effects. This is well above the original expectations of more than EUR 150 million at the launch of the programme and clearly demonstrates the potential of our sites and our organisation. In 2025, the Fit - For - Future programme already contributed around EUR 70 million to our adjusted operating profit, with the Board & Paper division benefiting the most. Roman Billiani, Member of the Management Board Peter Oswald, Chairman of the Management Board Franz Hiesinger, Chief Financial Officer In parallel, we implemented important strategic measures. The divestment of the TANN Group was a consistent step in sharpening our focus on our core business. The transaction further strengthened our balance sheet and provided greater operational clarity. In addition, we executed a share repurchase programme in 2025, underscoring our confidence in MM's longterm development and, in hindsight at year - end, proving to be an efficient allocation of capital. Furthermore, one - off effects arose from asset impairments in the Board & Paper division as well as from portfolio and site optimisation measures, steps that represent a necessary consolidation for the future. It is particularly encouraging that we were once again able to reduce the number of workplace accidents by a further 4 %. Occupational safety is a core element of our operational excellence, which we will continue to strengthen consistently. On the balance sheet side, we succeeded in significantly reducing net debt, despite the continued volatile environment and the extensive modernisation investments made across all divisions in recent years. While our dividend policy previously aimed to distribute around one third of the profit for the year over the long term, we have decided to increase the payout ratio. Going forward, 40 % to 60 % of the profit for Company & Strategy "Strategically, we are clearly focused on our core business. The divestment of TANN was a consistent step that strengthens our balance sheet and provides additional operational clarity." Roman Billiani, Member of the Management Board the year will be distributed, depending on net debt, planned major investments, future prospects and the desired continuity of dividends. For net debt, the following target ranges have been defined: net debt/equity of 35 % to 55 %, and net debt/adjusted EBITDA of 1.5x to 2.5x. For the first time under this new dividend policy, we will propose to the 32 nd Annual General Meeting for the 2025 financial year an increased dividend of EUR 2.00/share, up from EUR 1.80 in the previous year. At MM, environmental responsibility and economic performance go hand in hand. In 2025, we reduced our CO ₂ emissions by 11 % and further improved energy efficiency. Foreword The commissioning of the new pulp digester in Kwidzyn (expected in the 4 th quarter of 2026), as well as the installation of two electric boilers at Kotkamills, will enable further significant progress. Focus on what we can influence Sigfiific6fit progress ifi 2025 Fit - For - Future (FFF) programme with an expected earnings uplift of more than EUR 250 million by 2027 compared with 2024 (excl. TANN and market effects) Successful restructuring of Pharma operations in Southwest Europe (France, Spain) Net debt significantly reduced FFF focus on top line, procurement, operations, and selling, general and administrative costs Share repurchase programme successfully executed in 2025 FFF already contributed around EUR 70 million to adjusted operating profit in 2025 Further significant improvement in the carbon footprint Clear focus on the core business of consumer packaging - divestment of the TANN Group Occupational accidents reduced by a further 4 % Adjusted dividend policy with a higher payout ratio Our special thanks once again go to our more than 13,000 employees worldwide. In a challenging environment, their commitment, creativity and strong sense of togetherness made a decisive contribution to our continued successful development across many areas in 2025. A special recognition goes to everyone involved in managing the high additional demands arising from the implementation of our Fit-For-Future programme. Our thanks also go to you, our Shareholders, for your often long - standing trust in the MM Group and for your willingness to continue this journey together with us. With a strong team, a clear ambition to achieve cost, technology and innovation leadership, a robust balance sheet and the expected substantial contribution from the Fit - For - Future programme, we look to 2026 with confidence. We are convinced that MM Company & Strategy "On the balance sheet side, we succeeded in materially reducing net debt, despite the continued volatile environment and the extensive modernisation investments of recent years." Franz Hiesinger, Chief Financial Officer will emerge strengthened from the current transformation phase, well positioned to successfully capture the long - term attractive potential of our packaging markets. We invite you to continue accompanying us on this path. Best regards, Peter Oswald Chairman of the Management Board Roman Billiani Member of the Management Board Franz Hiesinger Chief Financial Officer March 2026 Report of the Supervisory Board Report of the Supervisory Board In the financial year 2025, the Supervisory Board fulfilled its responsibilities pursuant to statutory provisions, the Articles of Association and the bylaws in the course of six plenary meetings, with all members attending at least five of them. In addition, the Audit and Sustainability Committee met four times and the Presidential Committee fourteen times. In the third consecutive year of exceptional challenges, marked by persistently weak consumer demand, structural overcapacity in Europe, increasing Wolfgang Eder, Chairman of the Supervisory Board international competitive pressure and trade - policy uncertainties, the strategic focus of the MM Group remained unchanged on the sustainable strengthening of profitability and competitiveness. A key focus of the Supervisory Board's activities therefore lay in supporting the Management Board in the implementation of comprehensive cost - optimisation measures as well as structural adjustments. The fundamental positioning of the Group, with a focus on a balanced consumer packaging business alongside the cyclical Board & Paper segment, has proven to be strategically advantageous, particularly in times of sustained earnings pressure in the traditional cartonboard and paper business. In this context, the divestment of the TANN Group in 2025 represented a further step towards sharpening the focus on the core packaging business, while at the same time further strengthening the Group's financial stability. From a cost perspective, the Supervisory Board's activities focused on accompanying the Group - wide Fit - For - Future programme, which was rolled out across the entire Group and is expected to enable a significant structural and therefore sustainable improvement in earnings from 2027 onwards, compared with 2024. The Company & Strategy Supervisory Board expresses its great appreciation to all those involved for their strong commitment and for managing the additional workload associated with the implementation of these measures, which are essential to safeguarding the Group's future. A range of sustainability - related topics in particular the implementation and monitoring of progress in relation to current EU requirements as well as risk management, IT systems/cyber security, impairment testing, and aspects of corporate governance and compliance were recurring items on the Supervisory Board's agenda. With a view to safeguarding long - term leadership capacity within the Group, the Supervisory Board also addressed the further development of the management team, as well as matters relating to succession planning and talent management, during the financial year 2025. Both the plenary meetings of the Supervisory Board and the committee meetings provided sufficient opportunity at all times for a comprehensive discussion of the respective agenda items on the basis of timely submitted documents. The cooperation of capital and employee representatives within the Supervisory Board was consistently characterised by a constructive atmosphere, despite the persistently challenging economic environment. The Management Board informed the Supervisory Board regularly, promptly and comprehensively, both in writing and orally, about the situation and development of the Company and its subsidiaries and Group entities, thereby fully complying with its information obligations. Between meetings, the Chairman of the Supervisory Board - frequently also the Presidential Committee - and the Chief Executive Officer remained in regular contact to discuss business performance, strategy and the Company's risk situation. In addition, the Chairman of the Audit and Sustainability Committee maintained an ongoing exchange with the Chief Financial Officer. Information on the composition and working methods of the Supervisory Board, as well as on its remuneration, can be found in the Corporate Governance Report and the Remuneration Report, respectively. Audit 2025 The Annual Financial Statements and the Management Report of Mayr-Melnhof Karton AG for the year ending December 31, 2025, including accounting, were audited by PwC Wirtschaftsprüfung GmbH, Vienna. The same applies to the Consolidated Financial Statements which were prepared in accordance with IFRS and supplemented by the Management Report for the Group and further notes pursuant to section 245 a of the Austrian Commercial Code. The audit confirmed that accounting, the Annual Financial Statements, the Management Report as well as the Consolidated Financial Statements and the Management Report for the Group comply with legal requirements and the Articles of Association and give a true and fair view of the assets, liabilities, financial position and profit or loss. The audit provided no reason for query, and the auditors duly issued an unqualified opinion for 2025. Report of the Supervisory Board The Supervisory Board has examined the Annual Financial Statements and the Management Report of Mayr-Melnhof Karton AG as of December 31, 2025 as well as the Consolidated Financial Statements and the Group Management Report of Mayr-Melnhof Karton AG as of December 31, 2025 in accordance with the legal requirements. The final result of the audit by the Supervisory Board did not give rise to any objections. The Supervisory Board has complied with its statutory audit obligation concerning the Consolidated Corporate Governance Report 2025 and the Consolidated Non-Financial Statement 2025 or Sustainability Reporting 2025, respectively. Additionally, a voluntary independent limited assurance engagement of the Consolidated Sustainability Reporting as included in the section "Consolidated non-financial statement according to section 267 a of the Austrian Commercial Code (Sustainability statement)" of the Management Report of the Group was performed. Based on the procedures performed, nothing has come to the attention of PwC Wirtschaftsprüfung GmbH, Vienna, that gives reason to believe that the Consolidated Sustainability Reporting of Mayr-Melnhof Karton AG 2025, included in the section "Sustainability statement" of the Managment Report of the Group is not in accordance with the requirements of Article 29a of the Directive 2013/34/EU, including consistency with the ESRS and the EU Taxonomy Regulation in all material aspects. Approval of the Annual Financial Statements, Consolidated Financial Statements and Profit Allocation The Supervisory Board concurs with the Annual Financial Statements, the Management Report, the Consolidated Corporate Governance Report as well as the Consolidated Financial Statements and the Management Report for the Group and hereby approves the Annual Financial Statements as well as the Consolidated Financial Statements of Mayr-Melnhof Karton AG as of December 31, 2025. Thus, the Annual Financial Statements 2025 of Mayr-Melnhof Karton AG are adopted in accordance with section 96 (4) of the Austrian Stock Corporation Act. The Supervisory Board states that the financial year 2025 closes with unappropriated retained earnings of thous. EUR 100,000. It is proposed to distribute a dividend of EUR 2.00 per dividend bearing share to the Shareholders and to carry forward the remaining amount to new account. The Supervisory Board extends its gratitude to the Management Board and all employees of the MM Group for their dedication and loyalty in this particularly challenging time. In addition, the Supervisory Board would like to thank the Shareholders for their trust. Vienna, March 2026 Wolfgang Eder Chairman of the Supervisory Board Company & Strategy Highlights We consistently pursue a future - oriented strategy and sustainable value creation. Fit-For-Future Share repurchase creates value for shareholders MM carried out a share repurchase programme between January 3 and December 23, 2025. In total, 569,019 treasury shares were repurchased at an aggregate purchase price of approx. EUR 41.2 million and an average price of EUR 72.45 per share (year - end 2025 share price: EUR 92.90). All transactions have been published on the Company's website under Investors/Share. Further improvement in occupational safety The LTAR accident rate was further reduced by 4 %. This underlines the high effectiveness of consistently implemented preventive measures and the strong commitment to safe and healthy working conditions across all areas. The objective remains to sustainably further reduce the number of occupational accidents through continuous improvements and targeted safety initiatives. Fit - for - Future - transformation to sustainably strengthen profitability In a persistently challenging market environment, MM has successfully scaled up the Group - wide Fit - For - Future transformation programme. The objective is to structurally strengthen competitiveness and sustainably improve the earnings level. We are confident of achieving an earnings uplift of more than EUR 250 million by 2027 compared with 2024 (excl. TANN) adjusted for market-related effects. Consistent focus on the core business packaging With the sale of the TANN Group, a global leader in tipping paper, MM has taken a further decisive step in sharpening its strategic focus on the core business consumer packaging. The transaction was successfully completed and generated a one - off gain of approximately EUR 125 million in the Food & Premium Packaging division. CDP Triple - A and lower CO ₂ emissions For the third consecutive year, the MM Group received a CDP Leadership Rating and once again ranks among the world's leading companies awarded a "Triple - A" rating for climate protection, responsible forest management and water security. At the same time, CO ₂ emissions were further significantly reduced, by around 11 % compared with 2024 and by 59 % versus the 2019 baseline (Scope 1+2). Best recruiters In the BEST RECRUITERS study, the MM Group was awarded Gold as the only company among the nine assessed enterprises in the Austrian paper and packaging industry. This recognition confirms the consistent focus on an appreciative and efficient application process as well as the high level of professionalism and quality in recruiting. Company & Strategy Shaping the world of cartons -high - quality packaging solutions for Food & Premium Find out more about MM Food & Premium Packaging, the products and application possibilities. p

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