EQS-AGM: FACC AG: 8th Annual General Meeting
EQS-News: FACC AG / Announcement of the Convening of the General Meeting
FACC AG: 8th Annual General Meeting
29.04.2022 / 08:05
Announcement of the Convening of the General Meeting, transmitted by EQS –
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
══════════════════════════════════════════════════════════════════════════
FACC AG
headquartered in Ried i. Innkreis
company registration number 336290w
(ISIN AT00000FACC2)
Invitation to the 8^th Annual General Meeting
in A-4973 St. Martin im Innkreis, Breitenaich 52
in accordance with Section 106 Z 1 Austrian Stock Corporation Act
I. VIRTUAL ANNUAL GENERAL MEETING
1. 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
The Executive Board has decided, after considering all aspects and in
particular in order to protect the shareholders and the participants of
the Annual General Meeting, to make use of the statutory provision for a
virtual Annual General Meeting. By holding the Annual General Meeting as a
virtual meeting in the above-mentioned form, instead of postponing the
Annual General Meeting to an uncertain later date, the Executive Board
considers that both the interests of the Company and the interests of the
participants have been taken into account in the best possible way.
The Annual General Meeting of FACC AG on May 31, 2022 will be held on the
basis of § 1 para. 1 and 2 COVID-19-GesG, BGBl. I No. 16/2020 as amended
by BGBl. I No. 246/2021 and the COVID-19-GesV (BGBl. II No. 140/2020 as
amended by BGBl. II No. 609/2021) as a “virtual Annual General Meeting”,
taking into account the interests of both the company and the
participants.
This means that, according to the resolution of the Management Board, at
the Annual General Meeting of FACC AG on May 31, 2022, shareholders and
their representatives (with the exception of the special proxies pursuant
to Section 3 para 4 COVID-19-GesV) cannot be physically present.
The virtual Annual General Meeting will be held with the physical presence
of the Chairman of the Annual General Meeting and, if necessary, other
members of the Supervisory Board, the Chairman of the Management Board and
the members of the Management Board, the certifying public notary and the
four special proxies proposed by the Company at A-4973 St. Martin im
Innkreis, Breitenaich 52. In addition, the employees of the Company
necessary for the organization of the Annual General Meeting or the
service providers commissioned by the Company will be on site to the
extent necessary for the handling and execution of the Annual General
Meeting.
The Annual General Meeting will be held as a virtual Annual General
Meeting in accordance with the COVID-19-GesV. This will lead to
modifications in the course of the Annual General Meeting as well as in
the exercise of the rights of the shareholders.
Voting rights, the right to propose resolutions and the right to object
shall be exercised exclusively by one of the special proxies proposed by
the Company pursuant to Section 3 (4) COVID-19-GesV (see in detail item V.
” AUTHORIZATION OF A SPECIAL VOTING PROXY AND THE PROCEDURE TO BE
COMPLETED”).
The right to information may be exercised in the virtual General Meeting
by the shareholders themselves by way of electronic communication, namely
by submitting questions in text form exclusively by e-mail directly to the
Company’s e-mail address fragen.facc@hauptversammlung.at, provided that
the shareholders have submitted a deposit certificate within the meaning
of Section 10a of the Austrian Stock Corporation Act (AktG) in due time in
accordance with Item IV (“REPORTING DAY AND REQUIREMENTS FOR PARTICIPATION
IN THE MAIN MEETING”).
Due to the current COVID 19 situation, FACC AG reserves the right to
cancel this Annual General Meeting for good cause and to hold it at a
later date.
2. Streaming of the Annual General Meeting on the Internet
Pursuant to Section 3 (1), (2) and (4) COVID-19-GesV in conjunction with
Section 102 (4) Austrian Stock Corporation Act (AktG), the Annual General
Meeting will be streamed in full acoustically and optically in real time
on the Internet. This is permissible under data protection law with regard
to the legal basis of section 3 (1), (2) and (4) COVID-19-GesV and section
102 (4) Austrian Stock Corporation Act (AktG).
All shareholders of the Company can participate in the Annual General
Meeting on May 31, 2022 from 11:00 a.m., CEST, using suitable technical
aids (e.g. computer, laptop, tablet or smartphone as well as internet
connection with sufficient bandwidth for streaming videos) on the internet
at [1] www.facc.com as a virtual Annual General Meeting. No registration or
login is required to follow the Annual General Meeting.
By streaming the virtual Annual General Meeting of the Company on the
internet, all shareholders have the opportunity to follow the proceedings
of the Annual General Meeting and in particular the presentation of the
Executive Board, the answering of shareholders’ questions and the voting
procedure in real time through this one-way acoustic and visual
connection.
It is pointed out that this live transmission as a virtual Annual General
Meeting does not enable remote participation (Section 102 (3) 2 Austrian
Stock Corporation Act (AktG)) and remote voting (Section 102 (3) 3
Austrian Stock Corporation Act (AktG) and Section 126 Austrian Stock
Corporation Act (AktG)) and that the transmission on the Internet is not a
two-way connection.
It is also pointed out that the Company is only responsible for the use of
technical means of communication to the extent that these are attributable
to its sphere (§ 2 para. 6 COVID-19-GesV).
In all other respects, reference is made to the information on the
organizational and technical requirements for participation pursuant to §
3 (3) in conjunction with § 2 (4) COVID 19-GesV under item VII
(“NFORMATION ON THE ORGANIZATIONAL AND TECHNICAL REQUIREMENTS FOR
PARTICIPATION IN THE 8th GENERAL MEETING ON TUESDAY, 31 MAY 2022 AT 11:00
AM AS A VIRTUAL GENERAL MEETING IN ACCORDANCE WITH § 3 ABS 3 ICW § 2 ABS 4
COVID-19-GESV”).
II. 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 2021.
2. Resolution regarding the appropriation of net income for the fiscal
year 2021.
3. Resolution on the discharge from liability of the members of the
Management Board for the fiscal year 2021.
4. Resolution on the discharge from liability of the members of the
Supervisory Board for the fiscal year 2021.
5. Resolution on the remuneration report for the fiscal year 2021.
6. Resolution on the remuneration of the members of the Supervisory Board
for the fiscal year 2021.
7. Election of members of the Supervisory Board.
8. Election of the auditor and group auditor for the fiscal year 2022.
III. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON
THE INTERNET SITE
As of 10 May 2022, in particular the following documents will be available
for inspection on the Internet at [2] www.facc.com and be distributed at
the registered office of the company 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 2021 respectively
– Resolution proposals for the agenda items 2-8
– Remuneration report according to Section 78c icw Section 98a of the
Austrian Stock Corporation Act
– This convocation notice
– Curriculum vitae and declaration pursuant to Section 87 para. 2 of the
Austrian Stock Corporation Act of the members to be elected to the
Supervisory Board
– Proxy forms and forms for revoking proxies in accordance with Section 3
Abs 4 Covid-19-GesV
– Question form
IV. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ANNUAL GENERAL
MEETING
The entitlement to participate in the Annual General Meeting and to
exercise voting rights and other shareholder rights to be asserted in the
context of the Annual General Meeting is based on the shareholding at the
end of May 21, 2022 (24:00 hours, CEST; record date). Only persons who are
shareholders on this record date and provide evidence thereof to the
Company are entitled to participate in and exercise shareholder rights at
this virtual Annual General Meeting in accordance with the COVID-19-GesV.
For the proof of shareholding on the record date, a safe custody receipt
pursuant to Section 10a Austrian Stock Corporation Act must be submitted,
which must be received by the Company no later than May 25, 2022 (24:00
hours, CEST) exclusively via one of the following communication channels
and addresses to the registration office:
Registration office:
Fax no.: +43(0)1 8900 500 99
E-mail address: [3]anmeldung.facc@hauptversammlung.at (as scanned
attachment; PDF, TIF etc.)
By SWIFT: GIBAATWGGMS (Message Type MT598 or MT599, be sure to include
ISIN in the text)
By post mail, courier service or in person to:
FACC AG c/o HV-Veranstaltungsservice GmbH 8242 St. Lorenzen am Wechsel,
Köppel 60 or
FACC AG, Investor Relations Department, Attn. Michael Steirer,
Fischerstraße 9, 4910 Ried i. Innkreis.
The appointment of a special voting proxy and the exercise of the
shareholders’ right to information cannot effectively take place without a
deposit confirmation being received by the Company in due time.
Shareholders are requested to contact their depository bank and arrange
for the issuance and transmission of a safe custody receipt.
The record date has no effect on the saleability of the shares and has no
significance for dividend entitlement.
Safe custody receipt pursuant to § 10a Stock Corporation Act
The safe custody receipt shall be issued by the depository bank having its
registered office in a member state of the European Economic Area or in a
full member state of the OECD and shall contain the following information
(Sec. 10a para. 2 Austrian Stock Corporation Act):
– Information on the issuer: name/company name and address or a code
commonly used in dealings between credit institutions (SWIFT code).
– Information on the shareholder: name/company, address, date of birth in
the case of natural persons, register and register number in the case of
legal entities, if applicable
– Information on the shares: number of shares held by the shareholder,
ISIN AT00000FACC2 (internationally used securities identification number)
– securities account number, securities account number or other
designation
– express indication that the confirmations refer to the securities
account status May 21, 2022 at 24:00 CEST
The safe custody receipt shall be issued in German or in English.
V. AUTHORIZATION OF A SPECIAL VOTING PROXY AND THE PROCEDURE TO BE
FOLLOWED IN THIS REGARD
1. Regarding the special proxies
Every shareholder who is entitled to participate in the Annual General
Meeting in accordance with the COVID-19-GesG and the COVID-19-GesV and who
has proven this to the company in accordance with the stipulations in this
notice of convocation item IV. has the right to appoint a special proxy.
Pursuant to Section 3 (4) COVID-19-GesV, the submission of a resolution,
the casting of votes and the raising of an objection in this virtual
Annual General Meeting of FACC AG on May 31, 2022 may only be carried out
by one of the following special proxies independent of the Company, whose
costs shall be borne by the Company.
Each shareholder who is entitled to participate in the Annual General
Meeting and who has proven this to the company in accordance with the
stipulations in this notice of convocation (see item IV. of the notice of
convocation: “SUBMISSION DATE AND REQUIREMENTS FOR PARTICIPATION IN THE
GENERAL MEETING”) has the right to appoint one of the following proxies to
exercise the voting, proposal and objection rights.
Florian Beckermann, Dipl. Volkswirt, Diplom-Jurist, LL.M.
Interessenverband für Anleger
Feldmühlgasse 22, 1130 Wien
T +43 676 7233180
[4]beckermann.facc@hauptversammlung.at
Dr. Christian Temmel, MBA (Attorney)
c/o DLA Piper Weiss-Tessbach Rechtsanwälte GmbH
Schottenring 14, 1010 Wien
T +43 1 531781505
F +43 1 5335252
[5]temmel.facc@hauptversammlung.at
Mag. Philipp Stossier (Attorney)
Stossier Heitzinger Rechtsanwälte
Dragonerstraße 54, 4600 Wels
T +43 7242-42605
F +43 7242-42605 20
[6]stossier.facc@hauptversammlung.at
Mag. Gregor Haidenthaler M.B.L.-HSG (Attorney)
Hochleitner Rechtsanwälte GmbH
Kirchenplatz 8, 4070 Eferding
T +43 7272 22 55
F +43 7272 37 83
haidenthaler.facc@hauptversammlung.at
Each shareholder may freely choose between the above-mentioned persons as
special proxies and grant them power of attorney. The costs of the
above-mentioned special proxies will be borne by FACC AG. All other costs,
in particular the shareholder’s own bank charges for the deposit
confirmation or postage costs, shall be borne by the shareholder.
In order to facilitate the conduct of the Annual General Meeting,
shareholders are requested to limit communication with the special proxies
authorized by them to orders to submit motions for resolutions, voting
behavior and to raise an objection. The right to information, on the other
hand, can be exercised by shareholders themselves by means of electronic
communication.
It is recommended to contact the special proxy authorized by the
shareholder in good time if the special proxy authorized by the
shareholder is given instructions to propose resolutions, to vote and to
object to one or more items on the agenda at the virtual shareholders’
meeting.
2. For granting power of attorney to the special proxies
For the appointment of the special proxies, a mandatory proxy form and the
form for revoking the proxy can be downloaded from the Company’s website
at [7] www.facc.com from May 10, 2022 at the latest. Please read the proxy
form carefully.
For the purpose of verifying your identity as a shareholder, in particular
during the Annual General Meeting, we request that you indicate in the
designated field of the proxy form the e-mail address you will use for
sending instructions, motions or objections to the proxy or for questions
and speeches to the Company.
Declarations on the granting of power of attorney – in particular on the
authorization of one of the above-mentioned special proxies – may be
submitted to the Company in text form exclusively by one of the following
means by no later than May 30, 2022 at 12:00 noon (CEST) (received) (in
this context, we again expressly draw your attention to the necessity of
authorizing a special proxy for voting, submitting motions for resolutions
and/or lodging an objection):
– via E-Mail:
– Florian Beckermann: [8]beckermann.facc@hauptversammlung.at
– Christian Temmel: [9]temmel.facc@hauptversammlung.at
– Philipp Stossier: [10]stossier.facc@hauptversammlung.at
– Gregor Haidenthaler: [11]haidenthaler.facc@hauptversammlung.at
whereby the power of attorney in text form, for example as a PDF, is to be
attached to the e-mail (powers of attorney pursuant to Section 113 (1) of
the Austrian Stock Corporation Act (AktG) issued to persons other than the
aforementioned special proxies should be sent in the described form to
[12]anmeldung.facc@hauptversammlung.at)
This method of transmission gives the proxy you have chosen direct access
to the proxy. The proxy sent to one of the four special proxies cannot be
accessed by the other special proxies.
– via Telefax: +43(0)1 8900 500 99,
– via SWIFT: GIBAATWGGMS (Message Type MT598 oder MT599, bitte unbedingt
ISIN im Text angeben),
– via post mail, courier or deliver in person to:
FACC AG c/o HV-Veranstaltungsservice GmbH 8242 St. Lorenzen am Wechsel,
Köppel 60.
In the event that another person is authorized, it must be ensured by
means of an effective chain of proxies (sub-proxy) that one of the four
special proxies is authorized to exercise the voting right, the right of
motion and the right of objection in the General Meeting itself. The
authorization of a person other than one of the four special proxies to
exercise these rights in the General Meeting is not possible within the
meaning of Section 3 (4) COVID-19-GesV. However, the authorization of
other persons to exercise other rights, in particular the right to
information and the right to speak, is permissible.
A personal handover of the proxy at the place of the meeting is expressly
excluded. A proxy granted may be revoked by the shareholder. The above
provisions on the granting of proxy shall apply mutatis mutandis to the
revocation of proxy. The revocation shall not take effect until it has
been received by the Company. If the proxy is revoked after May 30, 2022,
12:00 noon, CEST, we recommend sending the revocation by e-mail to the
proxy concerned or by fax, as otherwise timely receipt is not guaranteed.
VI. NOTES TO SHAREHOLDERS’ RIGHTS IN ACCORDANCE TO SECTION 109, 110, 118
UND 119 AUSTRIAN STOCK CORPORATION ACT
1. Additions to the agenda by shareholders in accordance with section 109
Austrian Stock Corporation Act
Shareholders whose shares together amount to 5% of the share capital and
who have been holders of these shares for at least three months prior to
the submission of the request may request in writing that additional items
be placed on the agenda of this Annual General Meeting and announced,
provided that this request is received by the Company no later than May
10, 2022 (24:00 hrs, CEST) by mail or messenger exclusively to the address
FACC AG, Investor Relations Department, Attn. Michael Steirer,
Fischerstraße 9, 4910 Ried i. Innkreis, or by e-mail to the e-mail address
[13]investor.relations@facc.com or by SWIFT to the address GIBAATWGGMS.
“In writing” means signed by hand or in the company of each applicant or,
if sent by e-mail, with a qualified electronic signature or, if sent by
SWIFT, with Message Type MT598 or MT599, whereby ISIN AT00000FACC2 must be
indicated in the text.
Each agenda item requested in this way must be accompanied by a proposal
for a resolution together with the reasons for the resolution. The agenda
item and the proposed resolution, but not its justification, must in any
case also be in German, with the German text taking precedence in the
event of a contradiction between the German text and the text in the other
language. The shareholder status shall be evidenced by the submission of a
deposit certificate pursuant to Section 10a Stock Corporation Act
confirming that the shareholders submitting the proposal have been holders
of the shares for at least three months prior to the submission of the
proposal and which may not be older than seven days at the time of
submission to the Company. In the case of several shareholders who only
together reach the required shareholding of 5% of the capital stock, the
deposit confirmations for all shareholders must refer to the same point in
time (day, time).
With regard to the other requirements for the deposit certificate (safe
custody receipt), reference is made to the explanations on the eligibility
to participate (Item IV. “CERTIFICATE AND REQUIREMENTS FOR PARTICIPATION
IN THE ANNUAL GRAND MEETING”).
2. Proposals for resolutions by shareholders on the agenda pursuant to
Section 110 Austrian Stock Corporation Act
Shareholders whose combined shareholdings amount to 1% of the share
capital may submit proposals for resolutions on any item on the agenda in
text form, together with a statement of reasons, and may request that
these proposals, together with the names of the shareholders concerned,
the statement of reasons to be attached and any comments by the Management
Board or the Supervisory Board, be made available on the company’s website
as entered in the commercial register, provided that this request is made
in text form no later than 19 May 2022 (24:00 hours, CEST). May 2022
(24:00 hrs, CEST) to the company either by fax to +43 732 7802 37555 or by
mail or messenger to FACC AG, Investor Relations Department, Attn. Michael
Steirer, Fischerstraße 9, 4910 Ried i. Innkreis, or by e-mail to
[14]investor.relations@facc.com, whereby the request is to be sent in text
form, for example as a PDF, attached to the e-mail. If text form is
required for declarations within the meaning of Section 13 (2) of the
Austrian Stock Corporation Act, the declaration must be made in a document
or in another manner suitable for permanent reproduction in written
characters, the person making the declaration must be named and the
conclusion of the declaration must be made recognizable by reproduction of
the name signature or otherwise. The proposed resolution, but not its
justification, must in any case also be in German, whereby in the event of
a contradiction between the German text and the text in another language,
the German text shall take precedence.
In the case of a proposal for the election of a Supervisory Board member,
the statement of the proposed person pursuant to Section 87 (2) Austrian
Stock Corporation Act shall take the place of the statement of reasons.
Shareholder status shall be evidenced by the submission of a deposit
certificate (safe custody receipt) pursuant to Section 10a Austrian Stock
Corporation Act, which must not be older than seven days at the time of
submission to the Company. In the case of several shareholders who only
together reach the required shareholding of 1% of the share capital, the
deposit confirmations for all shareholders must refer to the same point in
time (day, time).
With regard to the other requirements for the safe custody receipt,
reference is made to the explanations on the right to participate (item
IV).
A proposed resolution which has been announced in accordance with § 110
(1) Austrian Stock Corporation Act may only be voted on if it is repeated
as a motion at the Annual General Meeting. Every shareholder is entitled
to submit motions at the Annual General Meeting on any item on the agenda
which do not require prior announcement. The prerequisite for this is
proof of entitlement to participate as defined in the notice of meeting.
3. Information pursuant to Section 110 (2) sentence 2 in conjunction with
Section 86 (7) and (9) Austrian Stock Corporation Act
With regard to agenda item 7 “Elections to the Supervisory Board” and the
possible submission of a corresponding election proposal by shareholders
in accordance with Section 110 Austrian Stock Corporation Act, the Company
makes the following statements:
The Supervisory Board of FACC AG currently consists of seven members
elected by the Annual General Meeting (capital representatives), one
member delegated by the majority shareholder (capital representative) and
four members delegated by the Works Council pursuant to Section 110
Austrian Labor Constitution Act (ArbVG). Of the eight capital
representatives, six are men and two are women; of the employee
representatives, three are women and one is a man.
FACC AG is subject to the scope of application of Section 86 para 7
Austrian Stock Corporation Act and has to comply with the minimum
shareholding requirement pursuant to Section 86 para 7 Austrian Stock
Corporation Act.
An objection pursuant to Section 86 para 9 Austrian Stock Corporation Act
was raised neither by the majority of the capital representatives nor by
the majority of the employee representatives, so that there is therefore
no separate fulfillment, but rather an overall fulfillment of the minimum
shareholding requirement pursuant to Section 86 para 7 Austrian Stock
Corporation Act. Accordingly, of the twelve Supervisory Board members, at
least four must be women and four men in order to fulfill the legally
required 30% quota (Gesamterfüllung).
At the end of the coming Annual General Meeting, the elected members and
the member delegated by the majority shareholder will leave the
Supervisory Board. Eight members must therefore be elected by the Annual
General Meeting to restore the number of eight capital representatives
specified in the Articles of Association.
Should there be no increase or decrease in the number of members under
agenda item 7 “Elections to the Supervisory Board” in accordance with the
Articles of Association and Section 86 (1) of the Austrian Stock
Corporation Act, it must be ensured when shareholders submit election
proposals that, if the election proposal is accepted, at least four women
and four men belong to the Supervisory Board.
4. Shareholders’ right to information pursuant to Section 118 Austrian
Stock Corporation Act
Upon request, each shareholder shall be provided with information at the
Annual General Meeting on matters relating to the Company to the extent
that such information is necessary to permit a proper evaluation of an
item on the agenda. The duty to provide information also extends to the
legal relations of the Company with an affiliated company and to the
situation of the Group and the companies included in the consolidated
financial statements.
The information may be refused if, according to sound business judgment,
it is likely to cause significant damage to the Company or an affiliated
company, or if providing it would be a criminal offense. The information
may also be refused if it was continuously accessible on the Company’s
website in the form of a question and answer for at least seven days prior
to the beginning of the Annual General Meeting.
A prerequisite for the exercise of the shareholders’ right to information
is proof of entitlement to participate (Item IV. of the Notice of Annual
Shareholders’ Meeting: “PROOF OF ATTENDANCE AND PREREQUISITES FOR
PARTICIPATION IN THE AGM”).
Shareholders are requested to submit all questions in advance in text form
by e-mail to the address [15]fragen.facc@hauptversammlung.at in good time
for them to reach the Company no later than the 2nd day before the Annual
General Meeting, which is Friday, May 27, 2022 at 12:00 noon (CEST). This
serves to maintain the economy of the meeting in the interest of all
participants in the Annual General Meeting, in particular for questions
that require a longer preparation time. In this way you will enable the
Executive Board to prepare as accurately as possible and to answer your
questions as quickly as possible.
Please use the question form, which is available on the Company’s website
at [16]www.facc.com as of May 10, 2022, and attach the completed and
signed form to the e-mail as an attachment. For any further questions from
the same shareholder, a simple e-mail from the identical e-mail address
from which the question form was sent will then suffice. If this question
form is not used, the person of the shareholder (name/company, date of
birth/company register number of the shareholder) must be named and the
completion of the declaration must be made recognizable by replicating the
signature of the name or otherwise, e.g. by stating the name/company
(Section 13 (2) Austrian Stock Corporation Act). In order to enable the
Company to establish the identity and correspondence with the deposit
confirmation, we request that you also state your deposit number in the
e-mail in this case.
However, it is expressly pointed out that the right to information and the
right to speak during this virtual Annual General Meeting can be exercised
by the shareholders themselves by way of electronic mail exclusively by
sending questions or the speech by e-mail directly to the Company to the
e-mail address [17]fragen.facc@hauptversammlung.at. More detailed
information and modalities for the exercise of the right to information
pursuant to Section 118 Austrian Stock Corporation Act and the
shareholders’ right to speak will be set out under Item VII (“INFORMATION
ON THE ORGANIZATIONAL AND TECHNICAL REQUIREMENTS FOR PARTICIPATION IN THE
8th ORDINARY GENERAL MEETING ON TUESDAY, MAY 31, 2022 AT 11:00 AM AS A
VIRTUAL GENERAL MEETING IN ACCORDANCE WITH SECTION 3 ABS 3 ICW SECTION 2
ABS 4 COVID-19-GESV”).
Please note that reasonable time restrictions may be imposed for this
purpose by the Chairman during the Annual General Meeting.
Further information on these rights of shareholders pursuant to sections
109, 110, 118 and 119 of the Austrian Stock Corporation Act (AktG) is now
available on the Company’s website at [18]www.facc.com.
5. Motions by shareholders at the Annual General Meeting in accordance
with Section 119 of the Austrian Stock Corporation Act (AktG)
Each shareholder is entitled – irrespective of a specific shareholding –
to submit motions at the virtual Annual General Meeting in accordance with
the COVID-19-GesG and the COVID-19-GesV through his special voting proxy
on any item on the agenda.
The point in time up to which instructions to the special voting proxy for
the submission of motions are possible shall be determined by the chairman
in the course of the virtual shareholders’ meeting.
The prerequisite for this is proof of eligibility to attend as defined in
this Notice of Stockholders’ Meeting and the issuance of a corresponding
power of attorney to the special voting proxy in accordance with item V.
of this Notice of Stockholders’ Meeting.
A proposal for a resolution by a shareholder pursuant to Section 110
Austrian Stock Corporation Act only becomes a proposal if it is repeated
at the Annual General Meeting.
However, a shareholder proposal for the election of a Supervisory Board
member requires the timely submission of a resolution proposal in
accordance with Section 110 Austrian Stock Corporation Act: Persons for
election to the Supervisory Board (item 7 of the agenda) may only be
proposed by shareholders whose shares together amount to 1% of the capital
stock. Such election proposals must be received by the Company no later
than May 19, 2022 in the manner specified above (item VI. 3). Each
election proposal must be accompanied by a declaration pursuant to Section
87 (2) of the Austrian Stock Corporation Act of the proposed person’s
professional qualifications, professional or comparable functions and any
circumstances that could give rise to concerns of partiality.
Otherwise, the shareholder proposal for the election of a Supervisory
Board member may not be considered in the vote.
With regard to the information pursuant to Section 110 (2) sentence 2 in
conjunction with Section 86 (7) and (9) of the Austrian Stock Corporation
Act (AktG), reference is made to the comments under item VI. 3.
More detailed information and modalities for the exercise of the
shareholders’ right of proposal pursuant to Section 119 of the Austrian
Stock Corporation Act (AktG) will still be set forth under item VII
(“INFORMATION ON THE ORGANIZATIONAL AND TECHNICAL REQUIREMENTS FOR
PARTICIPATION IN THE 8th ORDINARY GENERAL MEETING ON TUESDAY, MAY 31, 2022
AT 11:00 AM AS A VIRTUAL GENERAL MEETING PURSUANT TO SECTION 3 ABS 3 ICW
SECTION 2 ABS 4 COVID-19-GESV”).
6. Shareholder data protection information
FACC AG processes personal data of shareholders or their representatives
(in particular those pursuant to Section 10a (2) Austrian Stock
Corporation Act, i.e. name, address, date of birth, number of the
securities account, number of shares held by the shareholder, class of
shares, if applicable, number of the voting card and, if applicable, name
and date of birth of the proxy or proxies) on the basis of the applicable
data protection provisions, in particular the European Data Protection
Regulation (GDPR) as well as the Austrian Data Protection Act and the
Austrian Stock Corporation Act, in order to enable shareholders to
exercise their rights in the context of the Annual General Meeting.
The processing of personal data of shareholders or their representatives
is mandatory for the participation of shareholders and their
representatives in the Annual General Meeting in accordance with the Stock
Corporation Act. The legal basis for the processing is therefore Article 6
(1) c) GDPR.
FACC AG is the controller for the processing. For the purpose of
organizing the Annual General Meeting, FACC AG uses external service
providers, such as notaries, lawyers, banks and IT service providers.
These only receive personal data from FACC AG that is necessary for the
execution of the commissioned service and process the data exclusively
according to the instructions of FACC AG. To the extent legally necessary,
FACC AG has concluded a data protection agreement with these service
providers.
If a shareholder attends the Annual General Meeting, the special proxies,
the members of the Management Board and Supervisory Board, the notary
public and all other persons with a legal right to attend may inspect the
legally required list of attendees (Section 117 Austrian Stock Corporation
Act) and thereby also view the personal data specified therein (including
name, place of residence, shareholding). FACC AG is also required by law
to submit personal shareholder data (in particular the list of
participants) as part of the notarial record for the commercial register
(Section 120 Austrian Stock Corporation Act (AktG)).
Shareholders’ data is anonymized or deleted as soon as it is no longer
necessary for the purposes for which it was collected or processed, and
unless other legal obligations require further storage. Proof and storage
obligations arise in particular from corporate, stock corporation and
takeover law, from tax and duty law and from money laundering prevention
regulations. Insofar as legal claims are filed by shareholders against
FACC AG or, conversely, by FACC AG against shareholders, the storage of
personal data serves to clarify and enforce claims in individual cases. In
connection with legal proceedings before civil courts, this may result in
the storage of data for the duration of the statute of limitations plus
the duration of the legal proceedings until their legally binding
conclusion.
Every shareholder has a right of access, rectification, 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 GDPR. Shareholders may assert these rights against FACC AG free of
charge via the e-mail address [19]dataprivacy@facc.com or via the
following contact details: FACC AG, Fischerstraße 9, 4910 Ried i.
Innkreis.
In addition, shareholders have a right of appeal to the data protection
supervisory authority pursuant to Article 77 GDPR.
You can reach the company data protection coordinator of FACC AG at:
FACC AG
Data Protection Coordinator Mr. Derik Zusann, Fischerstraße 9, 4910 Ried
i. Innkreis, Austria
E-mail: [20]dataprivacy@facc.com
Further information on data protection can be found on the FACC AG website
[21]www.facc.com/data-privacy.
VII. INFORMATION ON THE ORGANIZATIONAL AND TECHNICAL REQUIREMENTS FOR
PARTICIPATION IN THE 8TH ANNUAL GENERAL MEETING ON TUESDAY, MAY 31, 2022
AT 11:00 A.M. AS A VIRTUAL GENERAL MEETING PURSUANT TO SECTION 3 PARA 3
ICW SECTION 2 PARA 4 COVID-19-GESV
1. Virtual Annual General Meeting
For the protection of shareholders and other participants, the Management
Board has decided to make use of the legal provision of a virtual Annual
General Meeting.
The 8th Annual General Meeting of FACC AG on May 31, 2022 will be held as
a virtual Annual General Meeting in accordance with the COVID-19-GesG as
amended and the COVID-19-GesV based thereon as amended.
This means that at the 8th Annual General Meeting of FACC AG on May 31,
2022, shareholders and their representatives (with the exception of the
special proxies) cannot be physically present, so as not to endanger the
health of the participants.
The virtual Annual General Meeting will be held with the physical presence
of the Chairman of the Supervisory Board and, if necessary, other members
of the Supervisory Board, the Chairman of the Management Board and the
members of the Management Board, the certifying public notary and the four
special proxies proposed by the Company at A-4973 St. Martin im Innkreis,
Breitenaich 52. In addition, the employees of the Company necessary for
the organization of the Annual General Meeting or the service providers
commissioned by the Company will be on site to the extent necessary for
the handling and execution of the Annual General Meeting.
By holding the Annual General Meeting as a virtual meeting, the Executive
Board believes that both the interests of the Company and the interests of
the shareholders have been taken into account to the best possible extent.
It is expressly pointed out that it is not possible for shareholders to
come to the venue of the Annual General Meeting themselves.
The virtual Annual General Meeting will be broadcast in its entirety on
the internet so that all shareholders of the Company will be able to
follow it on the internet at www.facc.com from 11:00 a.m., CEST, on May
31, 2022.
By broadcasting the virtual Annual General Meeting on the internet, all
shareholders will have the opportunity to follow the course of the Annual
General Meeting and in particular the presentation of the Executive Board,
the answering of shareholders’ questions and the voting procedure in real
time through this one-way acoustic and optical connection. No registration
or login is required.
The technical requirements on the part of the shareholders are
correspondingly powerful internet access or a powerful internet connection
as well as an internet-capable device which has an HTML5-capable internet
browser with activated Javascript and is capable of reproducing sound and
video of the transmission (e.g. computer, laptop, tablet, smartphone,
etc.).
2. Exercise of voting rights, motions and objections only by special
proxies
Voting rights, the right to propose resolutions and the right to object
shall be exercised exclusively by one of the special proxies proposed by
the company pursuant to Section 3 para 4 COVID-19-GesV. Regarding the
special proxies for the 8th Annual General Meeting of FACC AG on May 31,
2022 and the authorization of these special proxies, see already in detail
item V. “AUTHORIZATION OF A SPECIAL VOTING PROXY AND THE PROCEDURE TO BE
COMPLETED”.
The special proxies will exercise the voting right, the right to propose
resolutions and the right to object only on the basis of instructions. If
no instructions are available for a proposed resolution, the proxy will
abstain from voting. The proxy will also abstain from voting on motions
for resolutions on which unclear instructions have been issued (e.g.
simultaneously FOR or AGAINST the same motion).
Shareholders are requested to issue their instructions to the elected
proxy in the section of the proxy form provided for this purpose, which
will be available on the Company’s website at [22]www.facc.com from May
10, 2022 at the latest. A form for issuing the instructions is available
together with the proxy form on the Company’s website at [23]www.facc.com.
We ask you to send the instructions by e-mail to the above address of the
proxy you have chosen. This method of transmission gives the proxy you
have chosen immediate access to the instructions.
The instructions can be issued together with the granting of power of
attorney or at a later date. Instructions on exercising voting rights, the
right to propose motions and the right to object may be issued before or
during the Annual General Meeting up to the time determined in each case
by the Chairman. Up to these times, shareholders have the option of
amending instructions already issued or issuing new instructions.
Since, in view of the possible large number of simultaneous contact
attempts, it is not possible to guarantee that the proxies can be reached
by telephone during the Annual General Meeting, the only means of
communication to be used is e-mail to the e-mail address of your proxy
specified below:
– Florian Beckermann: [24]beckermann.facc@hauptversammlung.at
– Christian Temmel: [25]temmel.facc@hauptversammlung.at
– Philipp Stossier: [26]stossier.facc@hauptversammlung.at
– Gregor Haidenthaler: [27]haidenthaler.facc@hauptversammlung.at
In each e-mail, the person of the shareholder (name/company, date of
birth/company register number of the shareholder and, if possible,
securities account number, number of shares for which proxy was granted
and telephone number for queries) must be stated and the conclusion of the
declaration must be made recognizable by replicating the signature of the
name or otherwise, e.g. by stating the name/company (Section 13 (2)
Austrian Stoch Corporation Act). In order to enable the proxy to establish
the identity of and agreement with the safe custody receipt, we ask you in
particular to also state your safe custody account number in the e-mail.
Please note that it may be necessary to briefly interrupt the virtual
Annual General Meeting in order to safely process the shareholders’
instructions to the proxies received during the Annual General Meeting.
The Executive Board endeavors to ensure the highest possible quality of
decision-making within the framework of the above-mentioned communication
channels and opportunities for shareholders to participate.
3. Shareholders’ right to information and to speak
Upon request, each shareholder shall be provided with information on the
Company’s affairs at the Annual General Meeting to the extent that such
information is necessary for the proper evaluation of an item on the
agenda.
The right to information and the right to speak may only be exercised by
electronic mail by sending an e-mail to the e-mail address
[28]fragen.facc@hauptversammlung.at set up for this purpose. Please use
the question form available on the Company’s website at [29]www.facc.com
as of May 10, 2022 and attach the completed and signed form to the e-mail
as an attachment. For all further questions from the same shareholder, a
simple e-mail from the identical e-mail address from which the question
form was sent will then suffice.
If you send your questions or speeches without using the question form,
the person of the shareholder (name/company, date of birth/company
register number of the shareholder) must be mentioned and the conclusion
of the statement must be made recognizable by replicating the signature of
the name or otherwise, e.g. by stating the name/company (Section 13 (2)
Austrian Stock Corporation Act). In order to enable the Company to
establish the identity and correspondence with the deposit confirmation,
we request that you also state your deposit number in the e-mail in this
case.
In the event that the right to information and/or to speak is exercised by
a proxy, proof of authorization must also be provided in text form. Please
note that the special proxies cannot be authorized to exercise the right
to information and/or to speak.
Shareholders are requested to submit their questions in advance of the
Annual General Meeting in text form by e-mail to the address
[30]fragen.facc@hauptversammlung.at in good time for them to reach the
Company no later than 12:00 noon (CEST) on May 27, 2022. In this way, you
will enable the Executive Board to prepare as accurately as possible and
to answer the questions you have asked as quickly as possible. This serves
to maintain the economy of the meeting in the interest of all participants
who wish to follow the Annual General Meeting from the beginning until the
votes are taken.
Shareholders also have the opportunity during the Annual General Meeting
to submit their questions and comments to the Company electronically,
exclusively in text form by e-mail directly to the Company’s e-mail
address [31]fragen.facc@hauptversammlung.at. Please note that time limits
may be set for this by the Chairman during the Annual General Meeting.
The questions submitted by shareholders before and during the Annual
General Meeting within the time window will then be read out at the Annual
General Meeting by the Chairman of the Annual General Meeting or a person
designated by him. In principle, it is intended that the questions
received from shareholders will be read out and answered in accordance
with Section 118 Austrian Stock Corporation Act and taking into account
the above.
In all other respects, the other provisions of the notice of the General
Stockholders’ Meeting apply, in particular the requirement for timely
transmission of the deposit receipt for the exercise of stockholders’
rights in the virtual General Stockholders’ Meeting on May 31, 2022.
VIII. FURTHER INFORMATION AND NOTES
1. Total number of shares and voting rights
At the time of convening the Annual General Meeting, the Company’s share
capital is divided into 45,790,000 no-par value bearer shares. Each no-par
value share carries one vote. The Company does not hold any treasury
shares at the time the Annual General Meeting is convened. The total
number of shares with voting rights at the time of convening the Annual
General Meeting is therefore 45,790,000.
2. No physical presence
Once again, we expressly point out that when holding the upcoming Annual
General Meeting as a virtual Annual General Meeting in accordance with the
COVID-19-GesV, neither shareholders nor guests will be admitted in person
at the location of the Annual General Meeting.
Ried i. Innkreis, April 2022
The Management Board
══════════════════════════════════════════════════════════════════════════
29.04.2022
══════════════════════════════════════════════════════════════════════════
Language: English
Company: FACC AG
Fischerstraße 9
4910 Ried im Innkreis
Austria
Phone: +43/59/616-0
Fax: +43/59/616-81000
E-mail: office@facc.com
Internet: www.facc.com
ISIN: AT00000FACC2
WKN: A1147K
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Munich, Stuttgart, Tradegate Exchange; Vienna Stock Exchange
(Official Market)
End of News EQS News Service
1339143 29.04.2022
References
Visible links
1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=5a68626121e455f39c62158214e328ca&application_id=1339143&site_id=apa_ots_austria&application_name=news
2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=5a68626121e455f39c62158214e328ca&application_id=1339143&site_id=apa_ots_austria&application_name=news
3. anmeldung.facc@hauptversammlung.at
4. beckermann.facc@hauptversammlung.at
5. temmel.facc@hauptversammlung.at
6. stossier.facc@hauptversammlung.at
7. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=5a68626121e455f39c62158214e328ca&application_id=1339143&site_id=apa_ots_austria&application_name=news
8. beckermann.facc@hauptversammlung.at
9. temmel.facc@hauptversammlung.at
10. stossier.facc@hauptversammlung.at
11. haidenthaler.facc@hauptversammlung.at
12. anmeldung.facc@hauptversammlung.at
13. investor.relations@facc.com
14. investor.relations@facc.com
15. fragen.facc@hauptversammlung.at
16. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=5a68626121e455f39c62158214e328ca&application_id=1339143&site_id=apa_ots_austria&application_name=news
17. fragen.facc@hauptversammlung.at
18. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=5a68626121e455f39c62158214e328ca&application_id=1339143&site_id=apa_ots_austria&application_name=news
19. dataprivacy@facc.com
20. dataprivacy@facc.com
21. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=f4966c7bec1747fff898d7845d86f523&application_id=1339143&site_id=apa_ots_austria&application_name=news
22. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=5a68626121e455f39c62158214e328ca&application_id=1339143&site_id=apa_ots_austria&application_name=news
23. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=5a68626121e455f39c62158214e328ca&application_id=1339143&site_id=apa_ots_austria&application_name=news
24. beckermann.facc@hauptversammlung.at
25. temmel.facc@hauptversammlung.at
26. stossier.facc@hauptversammlung.at
27. haidenthaler.facc@hauptversammlung.at
28. fragen.facc@hauptversammlung.at
29. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=5a68626121e455f39c62158214e328ca&application_id=1339143&site_id=apa_ots_austria&application_name=news
30. fragen.facc@hauptversammlung.at
31. fragen.facc@hauptversammlung.at
OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS. www.ots.at
© Copyright APA-OTS Originaltext-Service GmbH und der jeweilige Aussender