BME - GROWTH Palacio de la Bolsa Plaza de la Lealtad, 1 28014 Madrid

Alicante, 28th May 2021

COMUNICATION - OTHER RELEVANT INFORMATION - FACEPHI BIOMETRIA, S.A.

Dear Sirs,

Under the provisions of article 17 of the Regulation (EU) No. 596/2014 on market abuse, and article 228 of the consolidated text of the Spanish Securities Market Law, approved by the Royal Legislative Decree 4/2015, of 23rd October, and related provisions, as well as in the Circular 3/2020 of BME Growth, we inform you about the following information related to the company FACEPHI BIOMETRIA, S.A. (hereinafter "FacePhi" or "the Company", interchangeably).

FacePhi´s Board of Directors has agreed to call a General Shareholders' Meeting, which will be held in Alicante (Spain), at Avenida México, nº 20, Edificio Marsamar, 3º, on June 28th, 2021, at 11:00 am. In the event that a sufficient quorum is not reached, it will take place on second call on the following day at the same place and time).

Attached is, as an appendix, the full text of the call, which will be published today in FacePhi´s website.

In compliance with Circular 3/2020 of the segment BME Growth of BME MTF Equity, it is expressly stated that the information hereby communicated has been produced under the sole responsibility of the company and its administrators.

We remain at your disposal for any clarification you might deem necessary. Sincerely,

_________________

Salvador Martí Varó

Chairman of the Board of Directors

FacePhi Biometría, S.A.

EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

The Board of Directors of FacePhi Biometría, S.A. (hereinafter, the Company), in a meeting that took place on May 28th 2021, calls a General Shareholders' Meeting. The meeting will take place at the Company's registered office, that is, Avenida México, Nº 20, Edificio Marsamar, 3º (03008), Alicante, Spain. It will be held on June 28th, 2021, at 11:00 a.m. In the event that a sufficient quorum is not reached, it will take place on second call, (the following day at the same place and time) for deliberation and, if necessary, approval of the next one.

MEETING AGENDA

FIRST - Examination and approval of the annual accounts (comprising the balance sheet, profit and loss account, statement of changes in equity, cash flow statement and notes to the financial statements), together with the management report for the year ended 31 December 2020.

SECOND - Examination and approval of the consolidated annual accounts (comprising the consolidated balance sheet, profit and loss account, statement of changes in equity, cash flow statement and notes to the financial statements, all of which are consolidated), together with the consolidated management report for the year ended 31 December 2020.

THIRD - Examination and approval, as the case may be, of the proposed allocation of the Company's profits for the financial year 2020.

FOURTH - Examination and approval, if appropriate, of the management carried out by the Board of Directors of the Company for the financial year 2020.

FIFTH - Proposal and approval, if appropriate, of the appointment of Mr. Pablo Reig Boronat as member of the Board of Directors.

SIXTH - Approval, if appropriate, of the remuneration to be received by the executive officers of the Company, as well as by the members of the Board of Directors during the 2021 financial year.

SEVENTH - Amendment of articles 16, 17 and 18 of the Company's Articles of Association.

EIGHTH - Ratification by the General Meeting of the resolution approved by the Board of Directors at its meeting of 24 May 2021 of the Stock Option Plan for employees.

NINTH - Presentation and approval, as the case may be, of the Stock Option Plan for the position of Chief Executive Officer.

TENTH - Requests and questions.

ELEVENTH - Delegation of powers.

TWELFTH - If applicable, drafting, reading and approval of the minutes of the General Meeting.

RIGHT TO INFORMATION

In accordance with the provisions of Article 272.2 of the Law on Corporations, the shareholders are informed that as of this call any of them may obtain from the Company (immediately and free of charge) the following documentation: Annual Accounts (Balance Sheet, Income Statement, Statement of Changes in Net Equity, Cash Flow statement and Report), Management Report and Independent Auditor´s report on the Annual Accounts.

Additionally, any shareholder may examine the mentioned documentation at the Company's registered office, all without prejudice to the fact that they are available on the Company's web page (www.facephi.es).

Likewise, in accordance with the provisions of Articles 287 of the Law on Corporations, it is hereby stated that from the publication of this notice of call (up to the seventh day prior to the date scheduled for the meeting at first call) the shareholders have the right to request in writing the information or clarifications regarding the agenda. They may also ask any questions they consider necessary. Moreover, during the celebration of the general meeting, the shareholders may verbally request the information or clarifications they consider convenient regarding the agenda. If the shareholder's right cannot be satisfied at that time, the directors will be obliged to provide the requested information in writing, within seven days after the conclusion of the meeting.

RIGHT OF ATTENDANCE AND REPRESENTATION

The General Meeting may be attended by all shareholders who appear as holders in the corresponding accounting register (at least five days before the meeting is held) and who have the attendance card at the company's registered office. This card may be replaced by the appropriate certificate of entitlement issued by the corresponding entity affiliated to

IBERCLEAR.

Any shareholder who so requests and accredits his status may obtain the aforementioned attendance card, both nominative and personal, at the registered office. This card will allow the shareholder to exercise all his rights as a shareholder of the Company. Any shareholder who is entitled to attend the General Meeting but does not attend may be represented by another person. This person may not be a shareholder but must comply with the requirements and formalities required by law. The representation must be conferred in writing or by any telematic or audiovisual means. In the latter case, it must be recorded on film, magnetic tape or computer, accompanied by an electronic copy of the attendance and proxy card duly signed by the shareholder. If it is not recorded in a public document, it must be special for each Meeting. The representation shall include all the shares held by the represented shareholder. The representation is always revocable. The attendance of the represented shareholder to the General Meeting will imply a revocation of the representation right.

The shareholders must be informed that it will not be possible to attend the meeting remotely as the Company does not have the technical means to recognize and identify those attending, the permanent communication between those present, and the intervention and issuance of the vote in real time.

DATA PROTECTION

The personal data that shareholders send to the Company for the exercise of their rights of attendance, delegation and vote at the General Meeting will be treated with the purpose of managing the development, compliance and control of the existing shareholder relationship. Also, the data provided by the banks, companies and securities agencies in which these shareholders have their shares deposited or through the entity legally authorized to keep the register of book entries: IBERCLEAR.

Likewise, the shareholders are informed that these data will be included in a computer file owned by the Company, and the shareholders will have the possibility to exercise their right of access, rectification, cancellation and opposition by means of a written communication sent to the Company (calle México, 20, 3, 03008, Alicante) or to the email address dpo@facephi.com(in accordance with the provisions of Regulation 2016/679 of the European Parliament and the Council, on Data Protection and in Organic Law 3/2018, of 5 December, on Personal Data Protection and guarantee of digital rights,).

In the event that the shareholder includes personal data in the representation card referring to other individuals, the shareholder must inform them of the points contained in the previous paragraphs and comply with any other requirements that may be applicable for the correct transfer of the personal data to the Company, requesting, if appropriate, expressed consent for the processing of their data.

FacePhi will apply the security levels established by the regulations according to the nature of the data being processed, adopting certain measures to guarantee a level of security appropriate to the risk. These measures include, among others, the pseudonymization and encryption of personal data, the ability to guarantee the confidentiality, integrity and availability of the processing systems and services, and the ability to restore access to personal data in the event of a physical or technical incident.

ADDITION TO THE AGENDA OF THE GENERAL MEETING

As from the publication of the announcement of this notice of the General Meeting, those shareholders representing at least 5% of the share capital may address to the Company suggestions they consider appropriate in order to promote the inclusion of new items in the agenda. Moreover, they may request the publication of a supplement to the notice of the General Meeting. The new points must be accompanied by a justification or a justified proposal for a resolution. The exercise of this right must be done by means of reliable notification that must be received at the registered office within five days of the publication of this notice of call.

Alicante, 28th May 2021

Mr. Salvador Martí Varó

Chairman of the Board of Directors

Attachments

  • Original document
  • Permalink

Disclaimer

FacePhi Biometria SA published this content on 28 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2021 08:11:05 UTC.