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- OTE0005
EANS-General Meeting: FACC AG / Invitation to the General Meeting according to art. 107 para. 3 Companies Act
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General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
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20.06.2017
FACC AG
having its registered office in Ried im Innkreis
FN 336290 w
INVITATION
to the 3rd Annual Shareholders' MeetingThis is to invite our shareholders (ISIN AT00000FACC2) to the third Annual
Shareholders' Meeting of FACC AG which will be held on Tuesday, 18 July 2017,
10:00 a.m., at MESSE RIED, Halle 17/1.Stock, Brucknerstraße 39 in 4910 Ried im
Innkreis.
AGENDA
1. Presentation of the approved annual financial statements including the
management report, the consolidated financial statements including the
group management report and the corporate governance report and the report
of the Supervisory Board for the fiscal year 2016/17.
2. Resolution on the discharge of the members of the Management Board in
relation to the fiscal year 2016/17.
3. Resolution on the discharge of the members of the Supervisory Board in
relation to the fiscal year 2016/17.
4. Resolution on the remuneration of the members of the Supervisory Board for
the fiscal year 2016/17.
5. Elections to the Supervisory Board.
6. Election of the auditor and group auditor for the fiscal year 2017/18.DOCUMENTS FOR THE SHAREHOLDERS' MEETING The following documents will be made
available for inspection by the shareholders from 27 June 2017 on the website
of FACC AG (www.facc.com) in accordance with sections 108(3) and (4) of the
AktG [Austrian Stock Corporation Act] and will be available for inspection at
the Annual Shareholders' Meeting:
- Annual financial statements including the management report,
- Consolidated financial statements including the group management report,
- Corporate governance report,
- Report of the Supervisory Board, each for the fiscal year 2016/17
- Proposals for resolutions on agenda items 2 to 6
- Declarations pursuant to section 87(2) of the AktG [Austrian Stock
Corporation Act] regarding agenda item 5
- Invitation to the Annual Shareholders' Meeting and agenda
- Forms for proxy and revocation of proxy INFORMATION ON SHAREHOLDERS' RIGHTS
AS DEFINED IN SECTIONS 109, 110 AND 118 OF THE AKTG [AUSTRIAN STOCK
CORPORATION ACT] Shareholders whose aggregate shareholdings equal to 5 % of
the Company's share capital and who have held those shares for at least three
months prior to the date of the motion may request in writing to add items to
the agenda of the Annual Shareholders' Meeting and to make them public. The
request for additional agenda items must be submitted to and received by the
Company in writing at the address 4910 Ried im Innkreis, Fischerstraße 9,
Investor Relations Department,
Attn: Manuel Taverne, by 27 June 2017. Each additional item must include a
proposal for resolution including an explanation of the reasons. To prove
the ownership of deposited bearer shares it is sufficient to submit a
deposit confirmation as defined in section 10a of the AktG [Austrian
Stock Corporation Act]. The deposit confirmation must certify that the
requesting shareholders have held their shares continuously for at least
three months at the time of the motion and must not be older than seven
days at the time of submission to the Company. Several deposit
confirmations in relation to shareholdings which in the aggregate equal
to 5 % of the Company's share capital must refer to the same date. As to
the further requirements for deposit confirmations reference is made to
the information about the right to attend the Annual Shareholders'
Meetings. Shareholders whose aggregate shareholdings equal to 1 % of the
Company's share capital may submit written proposals for resolutions in
text form relating to any item on the agenda including an explanation of
the reasons and may request that such proposals be made available on the
Company's website, including the names of the respective shareholders,
the explanations for the proposal and statements of the Management Board
or the Supervisory Board, if any. Such submission must be received by the
Company in text form by mail to 4910 Ried im Innkreis, Fischerstraße 9,
Investor Relations Department, Attn: Manuel Taverne or by e-mail to
[email protected] by 7 July 2017 and the submission in text
form must be attached to the e-mail, e.g. as a pdf-file. A proposal for
resolution which was announced in accordance with section 110(1) of the
AktG [Austrian Stock Corporation Act] shall only be subject of a vote if
the said proposal is repeated as a motion at the Annual Shareholders'
Meeting. To prove the ownership of deposited bearer shares it is
sufficient that the shareholder submits a deposit confirmation as defined
in section 10a of the AktG [Austrian Stock Corporation Act]. The deposit
confirmation must not be older than seven days at the time of submission
to the Company. Several deposit confirmations in relation to
shareholdings which in the aggregate equal to 1 % of the Company's share
capital must refer to the same date. As to the further requirements for
deposit confirmations reference is made to the information about the
right to attend the Annual Shareholders' Meeting. During the Annual
Shareholders' Meeting every shareholder is entitled to file motions in
relation to any item on the agenda without previous announcement,
provided that the shareholder shows proof of the right to attend the
meeting, i.e. an invitation to the Annual Shareholders' Meeting. This
does not apply to elections to the Supervisory Board. A motion by a
shareholder regarding the election of a member of the Supervisory Board
mandatorily requires the timely submission of a proposal for a resolution
pursuant to section 110 of the AktG [Austrian Stock Corporation Act]
including a declaration pursuant to section 87(2) of the AktG [Austrian
Stock Corporation Act]. For elections to the Supervisory Board (agenda
item number 5) the following needs to be taken into account: In case of a
proposal for the election of a Supervisory Board member the declaration
of the proposed person pursuant to section 87(2) of the AktG [Austrian
Stock Corporation Act] replaces the explanation. These need to be
received by the Company at the latest on 7 July 2017 and must be
published by the Company on the website mentioned in the Austrian
Companies Register (Firmenbuch) at the latest by 11 July 2017; in case of
infringement of the deadlines the respective person may not be considered
in the elections. When electing Supervisory Board members the
Shareholder's Meeting shall consider the criteria of section 87(2a) of
the AktG [Austrian Stock Corporation Act], in particular the professional
and personal qualification of the proposed member, a balanced composition
of expert know-how on the Supervisory Board, aspects of diversity and of
internationality as well as the professional reliability. At the Annual
Shareholders' Meeting every shareholder shall, upon request, be informed
about Company affairs to the extent that such information is required for
proper assessment of an item on the agenda. The duty to provide
information also includes the legal and business relationships of the
Company to related parties. The obligation to provide information also
includes information on the situation of the Group and the entities
included in the consolidated financial statements. Such information may
be denied if, according to the reasonable judgement of a business man,
disclosure of the same may cause a material disadvantage to the Company
or a related party or may be punishable. For reasons of procedural
economy please submit any questions the answering of which requires an
extended period of preparation timely before the Annual Shareholders'
Meeting via e-mail to [email protected] or by mail to the
Company in 4910 Ried im Innkreis, Fischerstraße 9, Investor Relations
Department, Attn: Manuel Taverne. More information on shareholder rights
as defined in sections 109, 110, 118 and 119 AktG [Austrian Stock
Corporation Act] is now available on the Company's website at
www.facc.com. RECORD DATE AND RIGHT TO ATTEND SHAREHOLDERS' MEETINGS The
right to attend the Annual Shareholders' Meeting and to exercise voting
rights and other shareholder rights which have to be asserted at the
Annual Shareholders' Meeting depends on the ownership of the shares held
at 8 July 2017, midnight (Record Date). Only persons who are shareholders
at the Record Date and show proof thereof to the Company are entitled to
attend the Annual Shareholders' Meeting. A deposit confirmation as
defined in section 10a of the AktG [Austrian Stock Corporation Act] which
must be received by the Company's registration office by 13 July 2017
shall suffice as proof of the shareholding
at the Record Date.
Registration office:
Fax no.: +43(0)1 8900 500 99E-mail address: [email protected] (as a scanned attachment;
PDF, TIF, etc.) Via SWIFT: GIBAATWGGMS (Message Type MT598, ISIN must be stated
in the text field) Deposit confirmation pursuant to section 10a of the AktG
[Austrian Stock Corporation Act] The deposit confirmation must be issued by the
depository credit institution whose registered office is in a member state of
the European Economic Area (EEA) or in a full member state of the OECD and
shall contain the following information:
* information on the issuer: name and address or a standard code used for transactions between banks (SWIFT code), * information on the shareholder: name, address, date of birth in the case of individuals, register and registration number in the case of legal entities, * information on the shares: number of shares held by the shareholder (ISIN AT00000FACC2) * deposit number or, if not available, any other identification, and * express statement that the confirmation refers to the status of the deposit account on 8 July 2017, midnight (CET). Deposit confirmations will be accepted in German or in English. The shareholders will not be blocked by their registration for the Annual Shareholders' Meeting and/or their submission of a deposit confirmation. Thus, shareholders may continue to freely dispose of their shares even after registration and/or submission of a deposit confirmation. REPRESENTATION BY PROXY
Every shareholder who is entitled to attend the Annual Shareholders' Meeting
has the right to appoint a proxy who shall attend the Annual Shareholders'
Meeting on behalf of the shareholder and who shall have the same rights as the
shareholder she/he represents. A proxy must be granted to a specific person (an
individual or a legal entity) in text form. Proxy may also be granted to
several persons. The proxy must be received by the Company at one of the
addresses
stated below: by fax: +43(0)1 8900 500 99
via SWIFT: GIBAATWGGMS (Message Type MT598, ISIN must be stated in the text
field) by mail: FACC AG Investor Relations Fischerstraße 9 4910 Ried im Innkreis by e-mail: [email protected]
[[email protected]] (as a scanned attachment; PDF, TIF, etc.)
Personally when registering for the Annual Shareholders' Meeting at the
location of the Annual Shareholders' Meeting. A proxy form and a form for
revocation of proxy will be provided upon request and are available on the
Company's website at www.facc.com. If the proxy is not handed in personally
upon registration on the day of the Annual Shareholders' Meeting, the proxy
must be received by the Company by 17 July 2017, 2:00 p.m. The foregoing
regulations on granting proxy shall apply mutatis mutandis to revocation of
proxy. If a shareholder has granted proxy to the credit institution holding
her/his deposit account(s), it is sufficient for the credit institution to
declare that it was granted proxy in addition to issuing the deposit
confirmation by one of the permitted means (see above). TOTAL NUMBER OF SHARES
AND VOTING RIGHTS At the time the Annual Shareholders' Meeting is convened the
Company's share capital is divided into 45,790,000 no-par-value shares. Each
no-par-value share confers the right to one vote. At the time of convocation of
the Annual Shareholders' Meeting the Company holds no treasury shares.
Therefore, the total number of shares granting a right to attend and vote
amounts to 45,790,000 shares at the time of the convocation of the Annual
Shareholders' Meeting. To ensure smooth admission the shareholders are
requested to arrive in due time before the shareholders' meeting. The
shareholders and/or their proxies are requested to present an official
identification document including a photo (driver's licence, passport,
identity card) for identification at the entrance to the shareholders'
meeting. Admission for collection of voting cards will start at 9:30 a.m.
Further inquiry note: Investor Relations: Manual Taverne Director Investor Relations Mobil: 0664/801192819 E-Mail: [email protected]
end of announcement euro adhoc
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issuer: FACC AG Fischerstraße 9 A-4910 Ried im Innkreis phone: +43/59/616-0 FAX: +43/59/616-81000 mail: [email protected] WWW: www.facc.com ISIN: AT00000FACC2 stockmarkets: Wien language: English
ORIGINAL APA-OTS TEXT - THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO THE EXCLUSIVE RESPONSIBILITY OF THE ISSUER | EAE






