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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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.
Zwtl.: 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
Zwtl.: 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
Zwtl.: 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/]
Zwtl.: 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)
Zwtl.: 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.
Zwtl.: 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.
Zwtl.: 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.
Zwtl.: 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
Further inquiry note:
Investor Relations:
Manuel Taverne
Director Investor Relations
Mobil: 0664/801192819
E-Mail: m.taverne@facc.com
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: office@facc.com
WWW: www.facc.com
ISIN: AT00000FACC2
indexes:
stockmarkets: Wien
language: English
Original content of: FACC AG, transmitted by news aktuell