EANS-General Meeting: FACC AG / Invitation to the General Meeting according to art. 107 para. 3 Companies Act

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.

07.06.2019

FACC AG
headquartered in Ried im Innkreis
company registration number 336290w
INVITATION to the 5th Annual General Meeting

We are pleased to invite our shareholders (ISIN AT00000FACC2) to the 5th Annual General Meeting of FACC AG on Tuesday, 9 July, 10.00 a.m., at MESSE RIED, Hall 17/ first floor - Brucknerstrasse 39, 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, the separate Non-Financial Report, the Corporate Governance Report and the Report prepared by the Supervisory Board for the 2018/19 financial year
2. Resolution on the distribution of profit
3. Resolution on the discharge from liability of the members of the Management Board for the 2018/19 financial year
4. Resolution on the discharge from liability of the members of the Supervisory Board for the 2018/19 financial year
5. Resolution on the remuneration of the members of the Supervisory Board for the 2018/19 financial year
6. Resolution on the amendment of item 26 of the Articles of Association to change the financial year to the calendar year
7. Resolution on the (i) creation of new authorized capital against cash and / or non-cash contributions with the authorization of the Management Board, subject to the approval of the Supervisory Board, to exclude the subscription rights of shareholders in whole or in part; this authorized capital replaces the capital resolved at the Annual General Meeting of 23.06.2014, and on the (ii) corresponding amendment of item 4.3 of the Articles of Association
8. Resolution on (i) creation of new authorized contingent capital against cash contributions subject to the approval of the Supervisory Board; this authorized contingent capital replaces the capital resolved at the Annual General Meeting of 23.06.2014, and on the (ii) corresponding amendment of item 4.4 of the Articles of Association
9. Election of the auditor and group auditor for the (short) 2019 financial year

ACCOMPANYING DOCUMENTS FOR THE ANNUAL GENERAL MEETING

As of 18 June 2019, the following documents will be available for inspection on the Internet at www.facc.com [http://www.facc.com/]according to Section 108 para. 3 and 4 of the Austrian Stock Corporation Act (AktG) and will be distributed at the Annual General Meeting:

  • Annual Financial Statements including the Management Report,
  • Consolidated Financial Statements including the Group Management Report,
  • Corporate Governance Report,
  • Separate non-financial report,
  • Report of the Supervisory Board

for the 2018/19 financial year respectively

  • Resolution proposals on agenda items 2-9
  • Comparison of the Articles of Association regarding the proposed points to be amended
  • Report of the Management Board pursuant to Section 170 (2) in conjunction with Section 153 (4) AktG on agenda item 7
  • Report of the Management Board pursuant to Section 159 (3) AktG on agenda item 8
  • This convocation
  • Forms for granting and revoking powers of attorney

NOTES TO SHAREHOLDER RIGHTS ACCORDING TO SECTIONS 109, 110 AND 118 OF THE AUSTRIAN STOCK CORPORATION ACT (AKTG)

Shareholders whose shares together amount to 5% of the share capital and who have held these shares for at least three months prior to submitting an application may request in writing that additional items be included in the agenda of this Annual General Meeting and be published. This request must be sent in writing to the company no later than 18 June 2019 and exclusively for the attention of Manuel Taverne, Investor Relations, Fischerstrasse 9, 4910 Ried im Innkreis. Each agenda item thus requested must be accompanied by a proposed resolution including a justification. In the case of bearer shares kept in safe custody, proof of share ownership can be provided by submitting a safe custody receipt in accordance with Section 10a of the Austrian Stock Corporation Act (AktG), which certifies that the shareholders submitting the application have held the shares for at least three months prior to submission of the application, and which must not be older than seven days at the time of submission to the company. Multiple safe custody receipts for shares which together account for only 5% of the share capital must refer to the same date. For further details on the requirements of safe custody receipts, please refer to the information on the eligibility to participate.
Shareholders whose shares together amount to 1% of the share capital may submit proposed resolutions on each item on the agenda in writing, together with the respective justifications, and request that these proposals, together with the names of the shareholders concerned, the subsequent justifications and any comments by the Management Board or the Supervisory Board, be made available on the company website. This written request must be sent by post to Manuel Taverne, Investor Relations, Fischerstrasse 9, 4910 Ried im Innkreis, or via email to investor.relations@facc.com [investor.relations@facc.com] by 28 June 2019 at the latest. In the latter case, the written request must be sent as an attachment, for example as a PDF file. A proposed resolution that has been announced according to Section 110 para. 1 of the Austrian Stock Corporation Act (AktG) shall only be put to the vote if it is repeated as a motion at the Annual General Meeting. In the case of bearer shares kept in safe custody, proof of share ownership to exercise this shareholder right can be provided by submitting a safe custody receipt in accordance with Section 10a of the Austrian Stock Corporation Act (AktG), which must not be older than seven days at the time of submission to the company. Multiple safe custody receipts for shares which together account for only 1% of the share capital must refer to the same date. For further details on additional requirements of safe custody receipts, please refer to the information on the eligibility to participate. At the Annual General Meeting, all shareholders are entitled to submit motions for each item on the agenda without prior notification. This is subject to proof of eligibility to participate as defined in the convening notice.
At the Annual General Meeting, all shareholders shall be provided with information on the company's affairs upon request to the extent that such information is necessary for the proper assessment of an item on the agenda. The duty to provide information also extends to the company's legal and business relationships with affiliated companies. The duty to provide information also encompasses the present situation of the Group and of the companies included in the Consolidated Financial Statements. The information may be refused if, according to a reasonable entrepreneurial assessment, it is likely to cause a considerable disadvantage to the company or an affiliated company, or if its disclosure is punishable by law. To ensure a smooth-running meeting according to schedule, shareholders are requested to submit questions requiring lengthy preparation in good time prior to the Annual General Meeting via email to investor.relations@facc.com [investor.relations@facc.com] or by post to Manuel Taverne, Investor Relations, Fischerstraße 9, 4910 Ried im Innkreis.

Further information on shareholder rights pursuant to Sections 109, 110 and 118 of the Austrian Stock Corporation Act (AktG) is now available on the company website at www.facc.com. [http://www.facc.com/]

RECORD DATE AND ATTENDING THE ANNUAL GENERAL MEETING

The eligibility to participate in the Annual General Meeting and to exercise voting rights and other shareholder rights which are to be asserted at the Annual General Meeting depends on the shares held as of 29 June 2019, midnight (record date). Only persons who can prove to the company that they are shareholders as of this record date are entitled to attend the Annual General Meeting. A safe custody receipt according to Section 10a of the Austrian Stock Corporation Act (AktG) constitutes sufficient proof of ownership and must be received by 4 July 2019 at the latest.

Registration:
Fax: +43(0)1 8900 500 99
Email: anmeldung.facc@hauptversammlung.at [anmeldung.facc@hauptversammlung.at] (send as a scanned attachment; PDF, TIF etc.)
Via SWIFT: GIBAATWGGMS (message type MT598, you must include
ISIN in the text)

Safe custody receipts according to Section 10a of the Austrian Stock Corporation Act (AktG)

Safe custody receipts have to be issued by a custodial credit institution with headquarters in a member state of the European Economic Area or a participating state of the OECD and must contain the following information:

  • Details of the issuer: name/company name and address or a code commonly used for interbank transactions (SWIFT code)
  • Details of the shareholder: name/company name, address, date of birth for natural persons, register and registration number for legal persons, if applicable
  • Information on shares: number of shares (ISIN AT00000FACC2) held by the shareholder
  • Custodial account number or other designation
  • Explicit indication that the confirmations refer to the custodial account balance as of 29 June 2019, 24:00 CEST.

Safe custody receipts in either German or English are accepted. Shareholders will not be blocked by registering for the Annual General Meeting or by submitting a safe custody receipt; shareholders may therefore continue to freely dispose of their shares even after they have registered or submitted a safe custody receipt.

PROXY REPRESENTATION

Every shareholder who is entitled to attend the Annual General Meeting may appoint a proxy who attends the General Meeting on behalf of the shareholder and has the same rights as the shareholder he or she represents. The power of attorney must be granted in writing to a specific person (natural or legal person), with the possibility of appointing several persons. The power of attorney must be sent to the company exclusively by one the following means:

Via fax: +43(0)1 8900 500 99
Via SWIFT: GIBAATWGGMS (message type MT598, you include ISIN in the text) By post:
FACC AG
Investor Relations
Fischer Strasse 9
4910 Ried im Innkreis
Via email: anmeldung.facc@hauptversammlung.at [anmeldung.facc@hauptversammlung.at](send as a scanned attachment; PDF, TIF etc.)
In person when registering for the Annual General Meeting at the meeting venue.

A proxy form and a revocation of proxy form will be sent upon request and can be downloaded from the company website at www.facc.com. [http://www.facc.com/]If the proxy notice is not handed over in person on the day of the Annual General Meeting at the time of registration, it must be received by the company by 2 p.m. on 8 July 2019 at the latest. The above rules on granting powers of attorney also apply, mutatis mutandis, to revoking powers of attorney. If a shareholder has granted power of attorney to his or her custodial credit institution, it is sufficient for the latter to issue a declaration that it has been granted power of attorney in addition to the safe custody receipt by one of the permitted means (see above).

As a special service, shareholders may appoint a representative of the Austrian Shareholder Association (IVA), Feldmühlgasse 22/4, 1130 Vienna, as an independent proxy for exercising voting rights according to instructions at the Annual General Meeting. Mr. Florian Beckermann will represent these shareholders at the Annual General Meeting on the part of the IVA. A special proxy form for appointing Florian Beckermann is available for download on the company website at www.facc.com, [http://www.facc.com/]which must be sent to the company exclusively by one of the means mentioned above (fax, email, post). In addition, you can also contact Mr. Florian Beckermann of the IVA directly by phone on +43 (0) 1 8763343 - 30, via fax on +43 (0) 1 8763343 - 39 or via email at florian.beckermann@iva.or.at. [florian.beckermann@iva.or.at]

Shareholders must instruct Mr. Florian Beckermann on how he (or a sub-proxy authorized by Mr. Florian Beckermann) shall cast votes. Florian Beckermann will cast votes exclusively on the basis of the instructions given by the shareholder. In the absence of express instructions, the power of attorney is invalid. Please note that the proxy shall not act on requests to speak, to raise objections to resolutions of the Annual General Meeting, to ask questions or to put forward motions.

TOTAL NUMBER OF SHARES AND VOTING RIGHTS

At the date of the convocation of the Annual General Meeting, the share capital of the company is divided into 45,790,000 no-par-value shares. Each share entitles the holder to one vote. At the date of the convocation of the Annual General Meeting, the company does not hold any treasury shares. As a result, the total number of shares held by shareholders entitled to attend and vote at the date of convocation is 45,790,000.

In order to ensure a smooth-running inspection upon entry, shareholders are requested to arrive in good time before the start of the Annual General Meeting. Shareholders or their proxies are requested to show an official photo ID (driving license, passport, identity card) at the entrance to the Annual General Meeting in order to verify their identity. Admission and the distribution of voting cards start at 9.30 a.m.

DATA PROTECTION INFORMATION FOR SHAREHOLDERS

FACC AG processes personal data (in particular those pursuant to Section 10a para. 2 of the Austrian Stock Corporation Act, i.e. name, address, date of birth, securities account number, number of shares held by the shareholder, share class if applicable, voting card number and, if applicable, name and date of birth of the proxy) on the basis of applicable data protection law and the Stock Corporation Act in order to enable shareholders to exercise their rights at the Annual General Meeting.

The participation of shareholders and their proxies in the Annual General Meeting is subject to the processing of personal data of shareholders. FACC AG is responsible for the processing of this data. The legal basis for data processing is Article 6 (1) (c) of the General Data Protection Regulation.

FACC AG only provides service providers who are commissioned by FACC AG for the purpose of organizing the Annual General Meeting with the personal data required for the execution of the
commissioned service. Service providers process the data exclusively in accordance with the instructions given by FACC AG.

The data is transmitted to the following categories of recipients:

  • external service companies to fulfill the above processing purpose (in particular, General Assembly Service, Notary Public and Legal Adviser);
  • all persons participating in the Annual General Meeting with a statutory right to participate, which are included in the list of participants required by law (Section 117 AktG);
  • the competent commercial register court due to the legal obligation to submit personal shareholder data as part of the notarial protocol to the commercial register (Section 120 AktG);
  • if necessary, authorities and courts in the context of market surveillance as well as for the clarification and enforcement of claims in individual cases.

Every shareholder has a right to access, correction, restriction, objection and deletion regarding the processing of personal data at any time, as well as a right to data transfer in accordance with Chapter III of the Basic Data Protection Regulation. The personal data of shareholders will be deleted at the end of the statutory storage period. Shareholders can assert these rights against FACC AG free of charge by sending an email to dataprivacy@facc.com [dataprivacy@facc.com]or by using the following contact details:

FACC AG
Fischerstraße 9
4910 Ried im Innkreis

In addition, shareholders have a right to appeal to the data protection supervisory authority in accordance with article 77 of the General Data Protection Regulation.

You can contact the Data Protection Officer of FACC AG at:
FACC AG
Data Protection Officer Stefan Wilflingseder
Fischerstrasse 9
4910 Ried im Innkreis
Email: dataprivacy@facc.com [dataprivacy@facc.com]

Further information on data protection is available on the FACC AG website at https://www.facc.com/data-privacy. [http://www.facc.com/data-privacy]

Ried im Innkreis, June 2019

The Management Board

end of announcement euro adhoc

issuer: FACC AG
Fischerstraße 9
A-4910 Ried im Innkreis
phone: +43/59/616-0
FAX: +43/59/616-81000
mail: office@facc.com
WWW: www.facc.com
ISIN: AT00000FACC2
indexes:
stockmarkets: Wien
language: English

Digital press kit: http://www.ots.at/pressemappe/7665/aom

Rückfragen & Kontakt:

Investor Relations:
Manuel Taverne
Director Investor Relations
Mobil: 0664/801192819
E-Mail: m.taverne@facc.com

ORIGINAL APA-OTS TEXT - THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO THE EXCLUSIVE RESPONSIBILITY OF THE ISSUER | EAE0003