Mayr-Melnhof Karton (MMK) Status update summary

Transaction terms

• KPS will own 70% of a new holding company acquiring Packaging; a 30% stake will be retained. Scope includes Food & Premium Packaging, excluding Iran and a small Tunisian minority stake, and Pharma & Healthcare Packaging.

• €2.4bn enterprise value implies ~9x 2026E adjusted EBITDA.

• The retained stake could fall to a minimum of 20% if 2027 EBITDA targets are missed; no additional consideration is payable.

• Closing is expected in H1 2027, subject to corporate and regulatory approvals, customary conditions and French worker-representative consultation.

• The retained stake will be accounted for using the equity method; the standalone business will retain the MM Packaging name, with operations continuing normally until closing.

Strategic rationale

• Separation is intended to let Packaging and Board & Paper pursue their own strategies and capital priorities; KPS support is expected to enable organic growth, selective acquisitions and operational improvements.

• KPS was selected for its manufacturing focus, acquisition capacity and carve-out and integration expertise; management cited potential acquisition synergies.

• The retained 30% stake preserves participation in future Packaging value creation; the sale also makes Board & Paper a more independent supplier to packaging competitors.

• A long-term, five-year cartonboard supply agreement supports ongoing supply; contracted volumes are expected to decline by less than 10% overall.

• The transaction values Packaging at ~9x versus a ~6x historical trading multiple, a ~3x premium based on the stated valuation measures.

Proceeds and capital allocation

• Estimated proceeds are €1.8–1.9bn after an estimated ~€0.4bn investment for the 30% stake; final proceeds depend on taxes, purchase-price adjustments and closing timing.

• Estimated net debt at completion is ~€1.0bn; pro forma net cash is €0.8–0.9bn, including ~€0.3bn retained cash and a planned €0.5–0.6bn special distribution.

• Proceeds are intended for debt repayment, strategic opportunities and shareholder distributions; the special distribution is planned after completion, subject to approvals and prevailing conditions.

• Distribution form remains under consideration and may be a dividend or another return of capital.