General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
FACC AG having its registered office in Ried im Innkreis
FN [Business Register Number] 336290w
to the 2nd ordinary shareholders' meeting
This is to invite our shareholders (ISIN AT00000FACC2) to the second ordinary
shareholders' meeting of FACC AG, which will be held on Friday, 15 July 2016, at
10:00 a.m. at MESSE RIED, Halle 17/1.Stock - Brucknerstrasse 39 in 4910 Ried i.
1. Presentation of the adopted annual financial statements including the
management report, the consolidated financial statements including the group
management report and the corporate governance report and the report made by the
Supervisory Board for the business year 2015/16.
2. Resolution on approval of the actions of the Executive Board members for
the business year 2015/16.
3. Resolution on approval of the actions of the Supervisory Board members
for the business year 2015/16.
4. Resolution on remuneration of the Supervisory Board members for the
business year 2015/16.
5. Election of a member of the Supervisory Board
6. Election of the auditor and group auditor for the business year 2016/17.
DOCUMENTS FOR THE SHAREHOLDERS' MEETING
The following documents will be made available for inspection on the internet at
www.facc.com from 24 June 2016 in accordance with Section 108(3) and (4) AktG
and will be available for inspection at the shareholders' meeting:
- Annual financial statements including the management report,
- Consolidated financial statements including the group management report,
- Corporate governance report,
- Report of the Supervisory Board,
each for the business year 2015/16
- Proposals for resolutions on items 2 to 6 on the agenda
- Text of this invitation to the shareholders' meeting
- Forms for granting or revocation of proxy
INFORMATION ABOUT THE SHAREHOLDERS' RIGHTS AS DEFINED IN SECTIONS 109, 110 AND
Shareholders whose shares in the aggregate amount to five per cent of the share
capital and who have held those shares for at least three months prior to the
motion may request in writing that additional items be included in the agenda of
the shareholders' meeting and that they be announced. Such requests must be
received by the Company in writing exclusively at the address 4910 Ried i.
Innkreis, Fischerstrasse 9, Investor Relations Department, Attn: Manuel Taverne
by 24 June 2016. Every item so requested to be included in the agenda must be
accompanied by a proposal for resolution including a statement of the reasons.
To evidence the shareholder status for bearer shares kept in custody it is
sufficient to present a deposit receipt as defined in Section 10a AktG which
certifies that the requesting shareholders have held their shares for at least
three months prior to the motion and such evidence must not be older than seven
days at the time of presentation to the Company. Several deposit receipts for
shares which only amount to 5% of the share capital in the aggregate must refer
to the same date. As regards the other deposit receipt requirements reference is
made to the information about the right to attend shareholders' meetings.
Shareholders whose shares in the aggregate amount to one per cent of the share
capital may submit proposals for resolutions regarding any item on the agenda in
text format including a statement of the reasons and request that such proposals
be made accessible on the Company's website, including the names of the
shareholders concerned, the reasons for the same, which have to be included, and
comments of the Executive Board or the Supervisory Board, if any. Such request
must be received by the Company in text format by letter to 4910 Ried i.
Innkreis, Fischerstrasse 9, Investor Relations Department, Attn: Manuel Taverne
or by e-mail to firstname.lastname@example.org by 6 July 2016 and the request must
be attached to the email message in text format, e.g. as a pdf-file. A proposal
for resolution which was announced in accordance with Section 110(1) AktG shall
only be voted on if the said proposal is made again as a motion at the
shareholders' meeting. To evidence the shareholder status to be able to exercise
this shareholder right it shall be sufficient for bearer shares kept in custody
to provide a deposit receipt in accordance with Section 10a AktG which must not
be older than seven days at the time of presentation to the Company. Several
deposit receipts for shares which only amount to 1% of the share capital in the
aggregate must refer to the same date. As regards the other deposit receipt
requirements reference is made to the information about the right to attend
shareholders' meetings. At the shareholders' meeting every shareholder is
entitled to file motions with respect to any item on the agenda that require no
prior announcement. This requires evidence of the right to attend the meeting,
i.e. an invitation to the shareholders' meeting. This does not apply to
elections to the Supervisory Board. An application of a shareholder regarding
the election of a member of the supervisory board mandatorily requires the
timely submission of a proposal for a resolution pursuant to section 110 of the
Austrian Stock Corporation Act, including a declaration pursuant to section 87
paragraph 2 of the Austrian Stock Corporation Act. For elections into the
supervisory board (agenda item number 5) the following needs to be taken into
account: in case of a proposal for the election of a supervisory board member
the declaration of the proposed person pursuant to section 87 paragraph 2 of the
Austrian Stock Corporation Act replaces the reasoning. This needs to be received
by the company at the latest on 6 July 2016 and must be published by the company
on the website mentioned in the commercial register at the latest by 8 July
2016; in case of an infringement of such deadlines the respective person may not
be considered in the elections. When electing supervisory board members the
shareholder's meeting shall take into account the criteria of section 87
paragraph 2 a of the Austrian Stock Corporation Act, in particular the
professional and personal qualification of the members, a balance of professions
of the supervisory board, aspects of diversity and of internationality as well
as the professional reliability need to be taken into account.
At the shareholders' meeting every shareholder shall, upon request, be informed
about company affairs to the extent that such information is required for proper
assessment of an item on the agenda. The duty to provide information also
includes the legal and business relationships of the Company to an affiliate.
The duty to provide information also includes information on the situation of
the group and the entities included in the consolidated financial statements.
Such information may be denied if, according to the reasonable judgement of an
entrepreneur, disclosure of the same might cause a material disadvantage to the
Company or an affiliated enterprise or might be punishable. For reasons of
procedural economy please submit any questions the answering of which requires
an extended period of preparation timely before the shareholders' meeting via
email to email@example.com or by letter to the Company in 4910 Ried im
Innkreis, Fischerstrasse 9, Investor Relations Department, Attn: Manuel Taverne.
More information on these shareholder rights as defined in Sections 109, 110 and
118 AktG are now available on the Company's website at www.facc.com.
RECORD DATE AND ATTENDANCE AT SHAREHOLDERS' MEETINGS
The right to attend a shareholders' meeting and to exercise voting rights and
other shareholder rights which are to be claimed in connection with
shareholders' meetings depends on the shares held at 5 July 2016, midnight
(Record Date). Only persons who are shareholders at the Record Date and provide
evidence thereof to the Company are entitled to attend the shareholders'
meeting. A deposit receipt as defined in Section 10a AktG which is received by
the Company's registration office by 12 July 2015 shall suffice as evidence of
the shareholding at the Evidence Date.
Fax no.: +43(0)1 8900 500 99
Email address: firstname.lastname@example.org (as a scanned attachment; PDF,
Via SWIFT: GIBAATWGGMS (Message Type MT598, ISIN must be stated
in the text field)"
Deposit receipt pursuant to Section 10a AktG
The deposit receipt must be issued by the bank keeping the securities account,
whose registered office shall be in a member state of the European Economic Area
or in a Full Member State of the OECD, and shall contain the following
- information on the issuer: name and address or a standard code used for
transactions between banks (SWIFT code),
- information on the shareholder: name, address, date of birth in the case
of individuals, register and register number in the case of legal entities,
- information on the shares: number of shares held by the shareholder
- securities account number or any other identification,
- express statement that the confirmation refers to the status of the
securities account on 5 July 2016, midnight (CET).
Deposit receipts will be accepted in German or in English. The shareholders will
not be blocked by their registration for the shareholders' meeting and/or their
submission of a deposit receipt; thus, shareholders may continue to freely
dispose of their shares even after registration and/or transmission of a deposit
REPRESENTATION BY PROXY
Every shareholder who is entitled to attend the shareholders' meeting has the
right to appoint a proxy, who shall attend the shareholders' meeting on behalf
of the shareholder and who shall have the same rights as the shareholder s/he
represents. A proxy must be granted to a specific person (a natural or a legal
person) in text format, and also several persons may be granted proxy. The proxy
must be received by the Company exclusively at one of the addresses stated
by fax: +43(0)1 8900 500 99
via SWIFT: GIBAATWGGMS (Message Type MT598, ISIN must be stated
in the text field)
Fischer Strasse 9
4910 Ried i. Innkreis
Email: email@example.com (as a scanned attachment; PDF, TIF,
Personally when registering for the shareholders' meeting at the location of the
A proxy form and a form for revocation of proxy will be sent to you upon request
and are available on the Company's website at www.facc.com. If the proxy is not
handed in personally upon registration on the day of the shareholders' meeting,
the proxy must be received by the Company by 14 July 2016, 2 p.m. The foregoing
regulations on granting proxy shall apply mutatis mutandis to revocation of
proxy. If a shareholder has granted proxy to the bank that keeps his/her
securities account(s), in addition to the deposit receipt a confirmation by one
of the permitted means (see above) of the bank to the effect that it was granted
proxy shall suffice.
TOTAL NUMBER OF SHARES AND VOTING RIGHTS
At the time the shareholders' meeting is convened the Company's share capital is
divided into 45,790,000 no-par-value shares. Every share entitles the holder to
one vote. At the time the shareholders' meeting is convened the Company holds no
treasury shares. Therefore, the total number of shares granting a right to
attend and vote amounts to 45,790,000 shares at the time the shareholders'
meeting is convened.
To ensure smooth admission the shareholders are requested to arrive in due time
before the meeting. The shareholders and/or their proxies are requested to
present an official identification document including a photo (driver's licence,
passport, identity card) for identification at the entrance to the shareholders'
meeting. Admission for collection of voting cards will start at 9:30 a.m.
Ried i. Innkreis, June 2016
The Executive Board
Further inquiry note:
Director Investor Relations
end of announcement euro adhoc
issuer: FACC AG
A-4910 Ried im Innkreis
sector: Industrial Components
stockmarkets: Regulated free trade: Wien
Original-Content von: FACC AG, übermittelt durch news aktuell