EQS-AGM: FACC AG: 8th Annual General Meeting

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 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 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: 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
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
temmel.facc@hauptversammlung.at

Mag. Philipp Stossier (Attorney)
Stossier Heitzinger Rechtsanwälte
Dragonerstraße 54, 4600 Wels
T +43 7242-42605
F +43 7242-42605 20
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 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: beckermann.facc@hauptversammlung.at

- Christian Temmel: temmel.facc@hauptversammlung.at

- Philipp Stossier: stossier.facc@hauptversammlung.at

- Gregor Haidenthaler: 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 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 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 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 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 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 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 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 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: dataprivacy@facc.com

Further information on data protection can be found on the FACC AG website 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 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 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: beckermann.facc@hauptversammlung.at

- Christian Temmel: temmel.facc@hauptversammlung.at

- Philipp Stossier: stossier.facc@hauptversammlung.at

- Gregor Haidenthaler: 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 fragen.facc@hauptversammlung.at set up for this purpose. Please use the question form available on the Company's website at 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 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 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