EANS-General Meeting: FACC AG
Invitation to the General Meeting according to art. 107 para. 3 Companies Act - ATTACHMENT
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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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31.05.2021
FACC AG
headquartered in Ried i. Innkreis company registration number 336290w
(ISIN AT00000FACC2)
INVITATION to the 7th Annual General Meeting
Invitation to the 7th Annual General Meeting of FACC AG on Thursday, July 1st
2021, 11 a.m., in Breitenaich 52, 4973 St. Martin im Innkreis, Austria.
The forthcoming Annual General Meeting of FACC AG on 1st July 2021 will take
place in accordance with Section 1 para. 1 of the Austrian COVID-19 Act (COVID-
19 GesG)and the decree of the Federal Ministry of Justice on the more detailed
regulation regarding the holding of meetings under corporate law without the
physical presence of the participants and the adoption of resolutions by other
means (COVID-19 Act) pursuant to Section 1 para. 2 of the COVID-19 Act as a
virtual Annual General Meeting without the physical presence of participants.
This means that shareholders cannot be physically present at the Annual General
Meeting of FACC AG on July 1st 2021. We expressly point out that it is not
possible for shareholders to come to the venue of the Annual General Meeting in
person.
Due to the current state of affairs with regard to COVID-19, FACC AG reserves
the right to cancel this Annual General Meeting for good reason and to hold it
at a later date.
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
fiscal year 2020.
2. Resolution regarding the appropriation of net income for the fiscal year
2020.
3. Resolution on the discharge from liability of the members of the Management
Board for the fiscal year 2020.
4. Resolution on the discharge from liability of the members of the
Supervisory Board for the fiscal year 2020.
5. Resolution on the remuneration report for the fiscal year 2020.
6. Resolution on the remuneration of the members of the Supervisory Board for
the fiscal year 2020.
7. Election of the auditor and group auditor for the fiscal year 2021.
Virtual Annual General Meeting
For the purpose of holding the Annual General Meeting virtually, the company's
shareholders will have the opportunity to participate in the Annual General
Meeting from any location by means of visual and acoustic connections in real
time. All shareholders will therefore be able to follow the Annual General
Meeting, including the presentation of the Management Board and the answers to
questions from the shareholders.
To this end, the Annual General Meeting will be broadcast in its entirety on the
Internet. All company shareholders will therefore be able to follow the Annual
General Meeting on July 1st 2021 from 11 a.m. live over the Internet at
www.facc.com [http://www.facc.com/]. From a technical point of view, the
participants will require a device connected to the Internet capable of visually
and acoustically transmitting the Annual General Meeting in real time (e.g. a PC
with a monitor, a notebook, a tablet or a smartphone) and a sufficiently
powerful Internet connection in order to participate in / follow the virtual
Annual General Meeting. Prior registration is not required to follow the Annual
General Meeting on the Internet. Further details on the organization of the
virtual Annual General Meeting can be found below (in particular under the item
"ORGANIZATION OF THE VIRTUAL ANNUAL GENERAL MEETING").
By holding the Annual General Meeting in the above-mentioned virtual form
instead of postponing the Annual General Meeting to an unspecified later date,
the Management Board believes that both the interests of the company and the
interests of the participants have been optimally accounted for.
Need to appoint a special proxyInformation on appointing a proxy pursuant to
Section 113 of the Austrian Stock Corporation Act
Need to appoint a special proxy - special regulation for the present Annual
General Meeting: Pursuant to Section 3 para. 4 of the Austrian COVID-19 Act,
resolution proposals, the casting of votes and the raising of objections during
the virtual Annual General Meeting may only be made by one of the following
special proxies:
Florian Beckermann, Dipl. Volkswirt, Diplom-Jurist, LL.M.
INVESTORS ASSOCIATION (IVA)
Dr. Christian Temmel, MBA (attorney)
DLA PIPER WEISS-TESSBACH RECHTSANWÄLTE GMBH
Mag. Philipp Stossier (attorney)
STOSSIER HEITZINGER ATTORNEYS
Mag. Ewald Oberhammer, LL.M. (attorney)
OBERHAMMER RECHTSNWÄLTE GMBH
All shareholders are free to choose one of the above-mentioned individuals as a
special proxy and to grant them power of attorney.
A separate proxy form for granting power of attorney to these special proxies
will be available on the company website at www.facc.com [http://www.facc.com/
] from 10 June 2021. In addition, a revocation of proxy form will also be
available here as of the same date. Please read the proxy form carefully. In
order to ensure the smooth running of the Annual General Meeting, we recommend
that you use the proxy form provided at all times.
It is recommended that you contact the special proxy requested by you in good
time if specific instructions are to be given with regard to resolution
proposals, voting and/or raising objections on one or more items on the agenda
during the virtual Annual General Meeting. If you wish to contact one of the
special proxies directly, please find detailed contact information below:
Florian Beckermann, Dipl. Volkswirt, Diplom-Jurist, LL.M.
Investors Association (IVA)
Feldmühlgasse 22
1130 Vienna
T +43 676 7233180
beckermann.facc@hauptversammlung.at [beckermann.facc@hauptversammlung.at]
Dr. Christian Temmel, MBA (attorney)
c/o DLA Piper Weiss-Tessbach Rechtsanwälte GmbH
Schottenring 14, 1010 Vienna,
T +43 1 531781505
F +43 1 5335252
temmel.facc@hauptversammlung.at [temmel.facc@hauptversammlung.at]
Mag. Philipp Stossier (attorney)
Stossier Heitzinger Attorneys
Dragonerstraße 54, 4600 Wels
T +43-7242-42605
F +43-7242-42605 20
stossier.facc@hauptversammlung.at [stossier.facc@hauptversammlung.at]
Mag. Ewald Oberhammer, LL.M. (attorney)
Oberhammer Rechtsanwälte GmbH
Karlsplatz 3 / 1
1010 Wien
T +43 1 5033000
F +43 1 5033000 33
oberhammer.facc@hauptversammlung.at
All costs arising in connection with the above-mentioned special proxies shall
be borne by FACC AG. All other expenses, in particular shareholders' own bank
fees for the confirmation of the custodial account or postage costs, are to be
borne by the shareholders.
Information on appointing a proxy pursuant to Section 113 of the Austrian Stock
Corporation Act: Pursuant to Section 113 para. 1 of the Austrian Stock
Corporation Act, all shareholders entitled to attend the Annual General Meeting
may appoint a natural person or legal entity endowed with the same rights as the
shareholder they are representing as a proxy to attend the Annual General
Meeting on their behalf. Shareholders face no restrictions as to the number and
choice of persons they may appoint as proxies. All declarations of proxy must
specify the name of the proxy/proxies. If, after prior consultation,
shareholders have granted power of attorney to their custodial credit
institution (Section 10a of the Austrian Stock Corporation Act), it is
sufficient for the latter to issue a declaration to the company that it has been
granted power of attorney in addition to the safe custody receipt via one of the
permitted channels; in this case, the power of attorney declaration does not
need to be submitted to the company.
Please note: In the event that a shareholder wishes to cast a vote, make a
resolution proposal or raise an objection with regard to one or several agenda
items at the present Annual General Meeting, the respective shareholder or
representative authorized by the shareholder must, on account of this special
regulation, grant power of attorney to one of the aforementioned special proxies
and issue instructions accordingly.
Submission of power of attorney declarations to the company
Power of attorney declarations, in particular declarations concerning the
appointment of one of the aforementioned special proxies, must be sent in
writing by one of the following means only and received by the company by 30
June 2021 at 12:00 noon (CEST). In this regard, we would like to draw your
attention once again to the necessity of appointing a special proxy to vote,
propose resolutions and/or raise objections:
- via e-mail:
Florian Beckermann: beckermann.facc@hauptversammlung.at
[beckermann.facc@hauptversammlung.at]
Christian Temmel: temmel.facc@hauptversammlung.at
[temmel.facc@hauptversammlung.at]
Philipp Stossier: stossier.facc@hauptversammlung.at
[stossier.facc@hauptversammlung.at]
Ewald Oberhammer: oberhammer.facc@hauptversammlung.at
[oberhammer.facc@hauptversammlung.at]
whereby the power of attorney declaration is to be sent in writing and attached
to the e-mail, e.g. as a PDF file (declarations of power of attorney pursuant to
Section 113 para. 1 of the Austrian Stock Corporation Act granted to persons
other than the aforementioned special proxies are to be sent in the format
described above to anmeldung.facc@hauptversammlung.at
[anmeldung.facc@hauptversammlung.at])
- via fax: +43(0)1 8900 500 99,
- via SWIFT: GIBAATWGGMS (message type MT598 or MT599, please include ISIN in
the text),
- by post, via a courier service or in person to:
FACC AG
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel,
Köppel 60.
Power of attorney declarations sent to one of the four special proxies cannot be
accessed by the other special proxies.
Handing over power of attorney declarations in person at the meeting venue is
expressly excluded.
Assigned proxies may be revoked by the shareholder. The above regulations
regarding the assignment of proxies apply, mutatis mutandis, to the revocation
of proxies. Such revocations shall only become effective once they have been
received by the company.
Zwtl.: ACCOMPANYING DOCUMENTS FOR THE ANNUAL GENERAL MEETING
As of 10 June 2021, the following documents will be available for inspection on
the Internet at www.facc.com [http://www.facc.com/]and be distributed at the
Annual General Meeting according to Section 108 para. 3 and 4 of the Austrian
Stock Corporation Act:
* 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 financial year 2020 respectively
* Resolution proposals for the agenda items 2-7
* Remuneration report according to Section 78c icw Section 98a of the Austrian
Stock Corporation Act
* This convocation notice
* Proxy forms and forms for revoking proxies
* Question form
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 21 June 2021, 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 constitutes sufficient proof of share ownership and must be
received by 28 June 2021 at the latest.
Zwtl.: Registration:
Fax: +43(0)1 8900 500 99
E-mail: anmeldung.facc@hauptversammlung.at [anmeldung.facc@hauptversammlung.at]
(send as a scanned attachment; PDF, TIF etc.)
Via SWIFT: GIBAATWGGMS (message type MT598 or MT599, you must include ISIN in
the text)
Zwtl.: Safe custody receipts according to Section 10a of the Austrian Stock
Corporation Act
Safe custody receipts must 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 of
natural persons, register and registry number for legal entities, 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 21 June 2021, 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.: NOTES TO SHAREHOLDER RIGHTS ACCORDING TO SECTIONS 109, 110 and 118 of the
Austrian Stock Corporation Act
Requesting agenda items:
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 10 June 2021 and exclusively for
the attention of Florian Heindl, Investor Relations, Fischerstraße 9, 4910 Ried
im Innkreis. Each agenda item thus requested must be accompanied by a resolution
proposal 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,
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.
Resolution proposals of shareholders:
Shareholders whose shares together amount to 1% of the share capital may submit
resolution proposals on each item of 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 Florian
Heindl, Investor Relations, Fischerstraße 9, 4910 Ried im Innkreis, or via e-
mail to investor.relations@facc.com [investor.relations@facc.com] and be
received by 22 June 2021 at the latest. In the latter case, the written request
must be sent as an e-mail attachment, for instance as a PDF file. A resolution
proposal announced according to Section 110 para. 1 of the Austrian Stock
Corporation Act 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, 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
of the agenda without prior notification. This is subject to proof of
eligibility to participate as defined in the convocation notice.
Zwtl.: Right to submit resolution proposals:
According to Section 119 of the Austrian Stock Corporation Act, all
shareholders, the Management Board and the Supervisory Board are entitled to
submit resolution proposals at the Annual General Meeting on any item of the
agenda, subject to proof of eligibility to participate. No resolution may be
passed on an issue that has not been duly announced as an agenda item
beforehand.
A resolution proposal of a shareholder pursuant to Section 110 of the Austrian
Stock Corporation Act shall only become a motion if repeated at the Annual
General Meeting.
We once again wish to point out that a shareholder proposal for the election of
a member of the Supervisory Board necessarily requires the submission of a
resolution proposal pursuant to Section 110 of the Austrian Stock Corporation
Act together with a declaration pursuant to Section 87 para. 2 of the Austrian
Stock Corporation Act (see above).
Express reference is made to the fact that the right of shareholders to submit
motions at the Annual General Meeting, as explained in more detail below (see
the item "ORGANIZATION OF THE VIRTUAL ANNUAL GENERAL MEETING"), may only be
exercised by one of the aforementioned special proxies in accordance with
Section 3 para. 4 of the Austrian COVID-19 Act.
Right to access information:
Pursuant to Section 118 of the Austrian Stock Corporation Act, all shareholders
shall be provided with information on the company's affairs upon request at the
Annual General Meeting to the extent that such information is necessary for the
proper assessment of an agenda item. The duty to provide information also
extends to the company's legal and business relationships with affiliated
companies, as well as the present situation of the Group and of the companies
included in the Consolidated Financial Statements. Information must be provided
conscientiously and in good faith. The provision of 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. This also applies if the requested information
was continuously accessible in the form of questions & answers on the company
website entered in the company register at least 7 days prior to the Annual
General Meeting. We kindly ask shareholders to submit all questions in writing
via e-mail to fragen.facc@hauptversammlung.at [fragen.facc@hauptversammlung.at]
in good time so that they reach the company no later than the second day
preceding the Annual General Meeting, i.e. by Tuesday, 29 June 2021 at 12:00
noon (CEST).
In order to verify shareholders' identities and check conformity with the
custodial account confirmations, the question form should be used, at least for
the initial submission of questions, which will be available on the company
website atwww.facc.com from 10 June 2021. For all subsequent questions by the
same shareholder, a simple e-mail from the same e-mail address from which the
question form was sent will be sufficient.
This will enable the Management Board to prepare answers to your questions
submitted to the Annual General Meeting as accurately as possible.
We wish to point out that the right to access information in accordance with
Section 118 of the Austrian Stock Corporation Act may also be exercised by the
shareholders during the virtual Annual General Meeting in the form described in
more detail below (see the item "ORGANIZATION OF THE VIRTUAL ANNUAL GENERAL
MEETING") in accordance with Section 3 para. 1 of the Austrian COVID-19 Act.
Further information on shareholder rights pursuant to Sections 109, 110 and 118
of the Austrian Stock Corporation Act is now available on the company website at
www.facc.com. [http://www.facc.com/]
ORGANIZATION OF THE VIRTUAL ANNUAL GENERAL MEETING
The broadcast of the Annual General Meeting on the Internet on 1st July 2021 at
approximately 11 a.m. at www.facc.com [http://www.facc.com/] will give all
shareholders the opportunity to follow the Annual General Meeting, including the
presentation of the Management Board and the answers to the shareholders'
questions, in real time by means of visual and acoustic connections.
Shareholders who have duly registered to participate will also have the
opportunity to electronically submit their questions to the company in writing
in the course of the Annual General Meeting within a reasonable time frame
following the opening of the Annual General Meeting, i.e. to
fragen.facc@hauptversammlung.at [fragen.facc@hauptversammlung.at].
In order to verify shareholders' identities and check conformity with the
custodial account confirmations, the question form should be used, at least for
the initial submission of questions, which will be available on the company
website at www.facc.com [http://www.facc.com/] from 10 June 2021. For all
subsequent questions by the same shareholder, a simple e-mail from the same e-
mail address from which the question form was sent will be sufficient.
The questions submitted by the shareholders before and during the Annual General
Meeting within a given time frame will then be read out by the chairman of the
Annual General Meeting or a person designated by him at the Annual General
Meeting.
The chairman of the Annual General Meeting will allocate a certain amount of
time to each agenda item at the Annual General Meeting, as in the case of Annual
General Meetings when participants are physically present, and will in
particular specify a reasonable time limit until which questions may be asked.
Shareholders will also have the opportunity to submit and/or amend their
instructions, in particular with regard to the submission of new motions, the
casting of votes or changes to voting instructions on one or more agenda items,
but also with regard to the raising of objections to one or more agenda items,
to the respective special proxy in the course of the Annual General Meeting
within a reasonable time limit to be announced by the chairman. To this end,
please send a simple e-mail to the e-mail address of your special proxy:
Florian Beckermann: beckermann.facc@hauptversammlung.at
[beckermann.facc@hauptversammlung.at]
Christian Temmel: temmel.facc@hauptversammlung.at
[temmel.facc@hauptversammlung.at]
Philipp Stossier: stossier.facc@hauptversammlung.at
[stossier.facc@hauptversammlung.at]
Ewald Oberhammer: oberhammer.facc@hauptversammlung.at
[oberhammer.facc@hauptversammlung.at]
In this simple e-mail, the person making the declaration (name/company name,
date of birth/company register number of the shareholder and, if possible, the
custodial account number, number of shares for which the power of attorney was
granted and telephone number for queries) must be named, and the conclusion of
the declaration must be clearly identifiable by reproducing the signature
representing the name of the signatory or by other means (Section 13 para. 2 of
the Austrian Stock Corporation Act) in order to enable the special proxy to
verify the identity and check the conformity with the power of attorney
declaration.
Please note that only electronic communication with your special proxy is
possible during the Annual General Meeting, and that it is not possible to reach
your proxy by telephone.
This thus gives shareholders the opportunity to react to developments at the
Annual General Meeting themselves, for instance by asking questions or
additional questions as well as by making alternative resolution proposals.
We wish to point out that it may be necessary to interrupt the virtual Annual
General Meeting for a short period of time in order to process the shareholders'
instructions to the special proxies received in the course of the Annual General
Meeting.
The Management Board shall endeavor to ensure decision-making of the highest
quality possible within the limits of the above-mentioned communication channels
and participation options for shareholders.
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 individual 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 amounts to 45,790,000.
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
Austrian Stock Corporation Act so as 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 the
processing of this data is Article 6 (1) (c) of the General Data Protection
Regulation.
FACC AG only discloses personal data to service providers commissioned by FACC
AG for the purpose of organizing the Annual General Meeting which is 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 for the aforementioned processing purpose (in
particular, services in connection with the Annual General Meeting, notary and
legal advisor);
* all persons participating in the Annual General Meeting with a statutory right
to participate, which are included in the statutory list of participants
(Section 117 of the Austrian Stock Corporation Act);
* the competent commercial register court due to the legal obligation to submit
personal shareholder data as part of the notarial protocol to be included in
the commercial register (Section 120 of the Austrian Stock Corporation Act);
* if required, authorities and courts in the context of market surveillance as
well as for the clarification and enforcement of claims in individual cases.
All shareholders have a right to access, correction, restriction, objection and
deletion regarding the processing of personal data at all times, as well as a
right to data transfer in accordance with Chapter III of the General 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 e-mail to dataprivacy@facc.com
[dataprivacy@facc.com] via the following contact details:
Zwtl.: FACC AG
Fischerstraße 9, 4910 Ried i. 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 reach the Data Protection Officer of FACC AG at:
Zwtl.: FACC AG
Data Protection Coordinator Magdalena Schick, Fischerstraße 9, 4910 Ried i.
Innkreis, E-mail: dataprivacy@facc.com [dataprivacy@facc.com]
Further information on data protection can be found on the company website of
FACC AG at
https://www.facc.com/data-privacy [http://www.facc.com/data-privacy].
Ried i. Innkreis, May 2021
The Management Board
Further inquiry note:
Florian Heindl, CFA
Group Treasurer
Group Treasury / Investor Relations / Risk Management
E-Mail f.heindl@facc.com
Mobile +43/59/616-71232
Phone +43/59/616-1232
––
FACC AG
Fischerstraße 9
A-4910 Ried/Innkreis
end of announcement euro adhoc
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Attachments with Announcement:
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http://resources.euroadhoc.com/documents/3124/12/10733813/1/Invitation_7_AGM.pdfissuer: 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