EQS-AGM: FACC AG: Annual General Meeting
EQS-News: FACC AG / Announcement of the Convening of the General Meeting
FACC AG: Annual General Meeting
19.04.2024 / 06:40 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS
News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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FACC AG
headquartered in Ried i. Innkreis
company registration number 336290w
ISIN AT00000FACC2
(„Company“)
Invitation for the 10^th Annual General Meeting
on Friday May 17^th 2024,
starting at 10.00 a.m., CEST
in MESSE RIED, hall 17/1^st floor in A-4910
Ried im Innkreis, Brucknerstraße 39
in accordance with Section 106 Z 1 Austrian Stock Corporation Act
I. AGENDA
1. Presentation of the approved Annual Financial Statements including the
Management Report, the Consolidated Financial Statements including the
Group Management Report, the Sustainability Report, the Corporate
Governance Report and the Report prepared by the Supervisory Board in
each case for the fiscal year 2023.
2. Resolution regarding the appropriation of net income for the fiscal
year 2023.
3. Resolution regarding the discharge from liability of the members of
the Management Board for the fiscal year 2023.
4. Resolution regarding the discharge from liability of the members of
the Supervisory Board for the fiscal year 2023.
5. Resolution on the remuneration report for the fiscal year 2023.
6. Resolution on the remuneration of the members of the Supervisory Board
for the fiscal year 2023.
7. Resolution on the amount of members of the Supervisory Board and
elections to the Supervisory Board.
8. Election of the auditors of the financial statements and of the
consolidated financial statements as well as of the Sustainability
report for the fiscal year 2024.
9. Resolution to amend the Articles of Association in No. 3., 11.2 and
21.
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF
INFORMATION ON THE INTERNET SITE
As of 26.04.2024 at the latest, in particular the following documents will
be available for inspection on the Internet
at 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
• Sustainability Report
• Report of the Supervisory Board for the financial year 2023
respectively
• Resolution proposals for the agenda items 2-9
• Remuneration report according to Section 78c icw Section 98a of the
Austrian Stock Corporation Act
• Curriculum vitae and declaration pursuant to Section 87 (2) AktG of
the members to be elected to the Supervisory Board
• This invitation
• Forms for granting a power of attorney
• Form for granting a proxy and issuing instructions to an independent
proxy
• Form for the revocation of a proxy authorization and Question form
III. 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 07.05.2024 (12 p.m., 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. 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 14.05.2024 (12 p.m., CEST) exclusively via one of the
following communication channels and addresses to the registration office:
Registration Office:
Fax-No.: +43(0)1 8900 500 50
E-Mail-Address: anme[1]ldung.facc@hauptversammlung.at (as scanned
attachment; PDF, TIF etc.)
By SWIFT: GIBAATWGGMS (Message Type MT598 or MT599, be sure to include
ISIN in text)
By post mail, courier 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.
Without a deposit confirmation received by the Company in due time, there
is no entitlement to participate in the General Meeting. It is then not
possible to exercise the shareholders’ rights at the general meeting.
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 07.05.2024 at 12 p.m. CEST.
The safe custody receipt shall be issued in German or in English.
In order to allow for a smooth entrance control process, shareholders are
requested to arrive in due time before the beginning of the Annual General
Meeting.
FACC AG reserves the right to verify the identity of persons attending the
meeting. Should it not be possible to establish the identity, admission
may be refused.
Shareholders and their proxies are therefore requested to have a valid
official photo ID ready for identification upon registration.
If you come to the Annual General Meeting as a proxy, please take the
power of attorney with you in addition to the official photo ID. If the
original of the power of attorney has already been sent to the Company,
you will facilitate admission if you present a copy of the power of
attorney.
Admission to collect voting cards is from 09.30 a.m., CEST, onwards.
IV. AUTHORIZATION OF A SPECIAL VOTING PROXY AND THE PROCEDURE TO BE
FOLLOWED IN THIS REGARD
Every shareholder entitled to attend the general meeting has the right to
appoint a proxy to attend the general meeting on the shareholder’s behalf
and to enjoy the same rights as the shareholder whom he represents.
rights as the shareholder whom he represents. The proxy must be granted to
a specific person (a natural person or a legal entity) in text form,
whereby several persons may also be authorized. The power of attorney must
be received by the Company exclusively at one of the addresses stated
below:
by fax:
+43(0)1 8900 500 50
By SWIFT:
GIBAATWGGMS (Message Type MT598, be sure to include ISIN in the text).
By mail:
FACC AG, Investor Relations Department, Fischerstrasse 9, 4910 Ried i.
Innkreis, Austria
By e-mail:
anmeldung.facc@hauptversammlung.at (as scanned attachment; PDF, TIF etc.)
In person upon registration for the Annual General Meeting at the place of
the meeting.
A proxy form and a form for revocation of the proxy will be sent upon
request and will be available on the Company’s website at www.facc.com no
later than 26.04.2024. If the proxy is not handed over in person at the
registration desk on the day of the Annual General Meeting, the proxy
should be received at one of the aforementioned addresses by 2 p.m., CEST,
on 16.05.2024 at the latest.
If a shareholder has granted a proxy to his custodian bank, it shall be
sufficient if, in addition to the deposit confirmation, the latter submits
a declaration by one of the means permitted for this purpose (see above)
that it has been granted a proxy.
Shareholders may exercise their rights in person at the general meeting
even after revocation of the granting of proxy. Appearance in person shall
be deemed revocation of a previously granted proxy.
The above provisions on the granting of proxy shall apply mutatis mutandis
to the revocation of proxy.
V. REPRESENTATION BY INDEPENDENT PROXY
As a special service, a representative of the Interessenverband für
Anleger, IVA, Feldmühlgasse 22/4, 1130 Vienna, will be available to
shareholders as an independent proxy to exercise voting rights at the
Annual General Meeting in accordance with instructions. IVA intends that
Mr. Florian Beckermann will represent these shareholders at the General
Meeting. In case Mr. Florian Beckermann is unable to attend, Mr Florian
Beckermann can be replaced by another representative of the IVA. For the
authorization of Mr. Florian Beckermann, a special proxy form is available
on the website of the Company at www.facc.com, which must be received by
the Company exclusively at one of the addresses (fax, e-mail, post) for
the transmission of proxies mentioned above (IV. REPRESENTATION BY PROXY).
In addition, it is possible to contact Mr. Florian Beckermann of the IVA
directly by phone +43 (0) 1 8763343-30, fax +43 (0) 1 8763343 – 39 or
e-mail [2]beckermann.facc@hauptversammlung.at.
Proxies must be received at one of the addresses listed above (IV.
REPRESENTATION BY PROXY) no later than 16.05.2024 by 2 p.m., CEST, unless
they are handed over at the entrance and exit control of the Annual
General Meeting on the day of the Annual General Meeting.
The shareholder shall give instructions to Mr. Florian Beckermann as to
how he (or, if applicable, a sub-proxy authorized by Mr. Florian
Beckermann) is to exercise the voting right. Mr. Florian Beckermann shall
exercise the voting right exclusively on the basis of the instructions
given by the shareholder. Without express instructions, the proxy is
invalid. If an individual vote is held on an agenda item, any instructions
issued for this purpose shall apply accordingly to each individual vote on
this agenda item. Please note that the proxy will not accept any
instructions to speak, to raise objections against resolutions of the
Annual General Meeting or to ask questions or propose motions.
Shareholders may exercise their rights at the Annual General Meeting in
person even after revocation of the proxy authorization. Appearance in
person shall be deemed a revocation of a previously granted proxy.
The above provisions on the granting of proxy shall apply mutatis mutandis
to the revocation of proxy.
VI. 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.
VII. 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
26.04.2024 (12 p.m., 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
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 III.).
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 07.05.2024 (12 p.m., 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 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
III).
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.
3. Shareholders’ right to information pursuant to Section 118 Austrian
Stock Corporation Act
Each shareholder shall, upon request, be provided with information at the
general meeting on matters concerning the company to the extent that such
information is necessary for the proper evaluation of an item on the
agenda. The duty to provide information shall also extend to the legal and
business relations of the company with an affiliated enterprise as well as
to the situation of the group and the enterprises included in the
consolidated financial statements. The information must comply with the
principles of conscientious and faithful accountability.
The information may be refused insofar as, according to reasonable
business judgement, it is likely to cause significant disadvantage to the
company or an affiliated company, or its provision would be punishable by
law. The information may also be refused if it was continuously available
on the company’s website in the form of a question and answer for at least
seven days before the beginning of the general meeting. Requests for
information must generally be made orally at the Annual General Meeting,
but shareholders are also welcome to request information in writing.
Shareholders are requested to submit questions requiring a longer
preparation time in advance in text form by e-mail to the address
[3]fragen.facc@hauptversammlung.at in time for them to reach the Company
at the latest on the 2nd working day before the Annual General Meeting,
i.e. 15.05.2024 at 12:00 a.m. (CEST). From this point in time, and in
particular during the Annual General Meeting, it is not possible to submit
questions to the Company electronically. This serves to maintain the
economy of the meeting in the interest of all participants in the Annual
General Meeting, especially 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. The answering of questions submitted in advance at the Annual
General Meeting requires that these questions are asked by the shareholder
during the general debate.
If possible, please make use of the question form, which will be available
on the Company’s website at www.facc.com no later than 26.04.2024 and
attach the completed and signed form to the e-mail. A simple email from
the identical email address from which the question form was sent will
then suffice for any further questions from the same shareholder. 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 conclusion of the declaration must be made recognizable by
replicating the signature of the name or otherwise, e.g. by stating the
name/company (§ 13 para 2 AktG). In order to enable the Company to
establish the identity and conformity with the deposit certificate, we
request that in this case you also state your deposit number in the
e-mail.
4. Motions by shareholders at the Annual General Meeting in accordance
with Section 119 of the Austrian Stock Corporation Act (AktG)
Pursuant to section 119 of the German Stock Corporation Act (AktG), every
shareholder – irrespective of a specific shareholding -, the Executive
Board and the Supervisory Board are entitled to submit motions on any item
on the agenda at the Annual General Meeting. The prerequisite for this is
proof of the right to attend. If there are several motions on one item of
the agenda, the chairman shall determine the order of voting in accordance
with § 119 para 3 of the Austrian Stock Corporation Act. No resolution may
be passed on an item of business that has not been duly announced as an
item on the agenda. A resolution proposed by a shareholder pursuant to §
110 of the Stock Corporation Act shall only become a motion if it is
repeated at the 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 07.05.2024 in the manner specified above (item 5.). 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. Proposals
for the election of Supervisory Board members must be made available by
the company, together with the aforementioned declarations, on the
company’s website entered in the commercial register by 10 May 2024 at the
latest, otherwise the person concerned may not be included in the vote.
Otherwise, the shareholder proposal for the election of a Supervisory
Board member may not be considered in the vote. When electing Supervisory
Board members, the Annual General Meeting must observe the criteria of
Section 87 (2a) AktG, in particular the professional and personal
qualifications of the members, the professionally balanced composition of
the Supervisory Board, aspects of diversity and internationality as well
as professional reliability. 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 5.
5. 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 six 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 seven capital representatives, six
are men and one woman; 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.
The number of members of the Supervisory Board is reduced to seven
shareholder representatives due to the resignation of two members and the
election of only one new member.
Accordingly, when submitting nominations for election by shareholders,
care must be taken to ensure that, if the nomination is accepted, at least
three of the eleven Supervisory Board members are women and three are men
in order to fulfil the legally required 30% quota (overall fulfilment,
“Gesamterfüllung”).
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 processsing 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
14 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 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:
[4]dataprivacy@facc.com
Further information on data protection can be found on the FACC AG website
www.facc.com/dataprivacy.
Ried i. Innkreis, April 2024
The Management Board
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19.04.2024 CET/CEST
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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
1884115 19.04.2024 CET/CEST
References
Visible links
1. anmeldung.facc@hauptversammlung.at
2. beckermann.facc@hauptversammlung.at
3. fragen.facc@hauptversammlung.at
4. dataprivacy@facc.com
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