EQS-AGM: Wolford AG: Convocation of the 37th Annual General Meeting

EQS-News: Wolford AG / Announcement of the Convening of the General Meeting
Wolford AG: Convocation of the 37th Annual General Meeting

19.11.2024 / 11:22 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.

══════════════════════════════════════════════════════════════════════════════════════

Translation from German original – in case of doubt the German version prevails

 

 

 

 

 

 

 

Wolford Aktiengesellschaft

Bregenz, FN 68605 s

ISIN AT0000834007

(the “Company”)

 

 

CONVOCATION

 

We hereby invite our shareholders

to attend the 37^th Annual General Meeting of Wolford Aktiengesellschaft
to be held on Tuesday, 17 December 2024 at 9:00 am (CET) at the

Hotel Schwärzler, Landstraße 9, 6900 Bregenz.

 

 

Agenda

 

 1. Presentation of the approved annual financial statements pursuant to the Austrian
Commercial Code (UGB) as of 31 December 2023, including the notes and management
report, the corporate governance report, the non-financial report (sustainability
report), the IFRS consolidated financial statements as of 31 December 2023,
including the notes to the consolidated financial statements and the consolidated
management report and the report of the Supervisory Board pursuant to § 96 of the
Austrian Stock Corporation Act (AktG) for the financial year 2023, as well as
report on the balance sheet results shown in the annual financial statements
pursuant to the Austrian Commercial Code (UGB) as of 31 December 2023
 2. Resolution on the discharge of the members of the Management Board for the
financial year 2023
 3. Resolution on the discharge of the members of the Supervisory Board for the
financial year 2023
 4. Resolution on the remuneration report for the financial year 2023
 5. Resolution on the remuneration policies
 6. Amendment to the Articles of Association
 7. Election of the auditor and the group auditor for the financial year 2024

 

 

Documents for the Annual General Meeting

 

The following documents will be available no later than Tuesday, 26 November 2024, at
the following link in the Internet:
[1] https://company.wolford.com/de/investor-relations-2/ordentliche-hauptversammlung/

 

• Annual financial statements pursuant to the Austrian Commercial Code (UGB) as of
31 December 2023, including notes and management report
• Corporate governance report for the financial year 2023
• IFRS consolidated financial statements as of 31 December 2023, including notes to
the consolidated financial statements and consolidated management report and
non-financial report (sustainability report)
• Report of the Supervisory Board pursuant to § 96 AktG for the financial year 2023
• Remuneration report for the financial year 2023
• Remuneration Policy of Wolford AG
• Resolution proposals on agenda items 2-7
• Forms for the granting of a proxy
• Forms for the revocation of a proxy
• This convocation

 

 

The full text of this convocation as well as further information on the rights of
shareholders under §§ 109, 110, 118 and 119 AktG will be available on the Company’s
website at
[2] https://company.wolford.com/de/investor-relations-2/ordentliche-hauptversammlung/
no later than Tuesday, 26 November 2024, and will be available in physical form at the
Annual General Meeting.

 

 

Record date and attendance at the Annual General Meeting pursuant to § 111 AktG

 

The right to attend the Annual General Meeting and to exercise voting rights and other
shareholder rights to be exercised at the Annual General Meeting is based on the
shares held as of midnight CET Saturday, 7 December 2024 (record date).

 

Only persons who are shareholders on the record date and are able to furnish evidence
thereof to the Company will be entitled to attend the Annual General Meeting.

 

For proof of shareholding on the record date, a deposit certificate pursuant to § 10a
AktG (see “Deposit certificate pursuant to § 10a AktG”, below) in text form will
suffice, which must be received by the Company no later than midnight CET on Thursday,
12 December 2024, exclusively at one of the following addresses:

 

By e-mail: [3]anmeldestelle@computershare.de

 The deposit certificate must be attached (i) as an electronic document in PDF format
with a qualified electronic signature, or (ii) in text form, for example as a PDF, to
the e-mail

 

By post: Wolford AG, c/o Computershare Deutschland GmbH

 Eisenheimerstrasse 61

 80687 Munich

 

By SWIFT: COMRGB2L

 (Message Type 598)

 quoting ISIN AT0000834007

 

 

Deposit certificate pursuant to § 10a AktG

 

The deposit certificate must be issued in text form by the depositary bank having its
registered office in a Member State of the European Economic Area (EEA) or in a full
Member State of the OECD, and must contain the following information:

 

 1. Particulars of the issuer: name/company and address or a code commonly used in
dealing between banks (SWIFT code)

 

 2. Particulars of the shareholder: name/company and address, and date of birth for
natural persons or, for legal entities, commercial register and (register) number
under which the legal entity is registered in its country of origin, if applicable

 

 3. Information on the shares: number of shares (ISIN AT0000834007) held by the
shareholder

 

 4. Depository number or other designation

 

 5. The date or period to which the deposit certificate relates

 

The deposit certificate, as evidence of share ownership, must refer to the record date
Saturday, 7 Dezember 2024, midnight CET.

 

The deposit certificate must be submitted in German or English.

 

Transmission of the deposit certificate shall be simultaneously deemed to constitute
registration for the Annual General Meeting. The shares will not be blocked upon
registration for the Annual General Meeting or upon submission of a deposit
certificate. Shareholders may thus continue to freely dispose of their shares even
after registration. In the event of a transfer of shares, only the person who held the
status of shareholder on the record date will be entitled to participate in the
meeting.

 

Shareholder rights that are linked to share ownership during a certain period and/or
at a certain point in time may only be exercised if proof of shareholder status during
the relevant period and/or at the relevant point in time is furnished by means of a
deposit certificate pursuant to § 10a AktG.

 

Representation by proxy pursuant to § 114 AktG

 

Every shareholder entitled to attend the Annual General Meeting shall have the right
to appoint a proxy (natural person or legal entity) to attend the Annual General
Meeting on his or her behalf, who shall have the same rights as the shareholder such
proxy represents.

 

The proxy must be granted to a specific natural person or legal entity in text form;
it is also possible to authorize multiple persons. If the shareholder has granted
proxy to his or her depositary bank, it is sufficient if the latter, in addition to
the deposit certificate, submits a declaration that it has been granted proxy; in such
case, the proxy itself does not have to be transmitted to the Company.

 

The proxy granted may be revoked by the shareholder. Revocation shall only take effect
upon receipt by the Company.

If the proxy is not delivered in person at the registration desk for the Annual
General Meeting on the day thereof, such proxy must be received by the Company no
later than 12 noon CET Monday, 11 December 2024, exclusively at one of the following
addresses:

 

 

By fax:  +49 89 30903 73907

 

By e-mail: [4]anmeldestelle@computershare.de

 The proxy must be attached to the e-mail in text form, for example as a PDF

 

By post: Wolford AG, c/o Computershare Deutschland GmbH

 Eisenheimerstraße 61

 80687 Munich

 

By SWIFT: COMRGB2L

 (Message Type 598)

 quoting ISIN AT0000834007

 

A proxy form and a form for revocation of a proxy will be sent upon request; these
forms are also available on the Company’s website at
[5] https://company.wolford.com/de/investor-relations-2/ordentliche-hauptversammlung/.
However, use of these forms is not mandatory either for granting a proxy or for
revoking it.

 

The provisions above on granting of a proxy also apply mutatis mutandis to the
revocation of a proxy.

 

As a special service, a representative of the Austrian Shareholder Association (IVA),
Feldmühlgasse 22/4, 1130 Vienna, is available to shareholders as an independent proxy
to exercise voting rights at the Annual General Meeting in accordance with shareholder
instructions. The IVA currently intends that Dr. Michael Knap will represent the
shareholders at the Annual General Meeting. For authorization of Dr. Michael Knap, a
special proxy form is available on the Company’s website at
[6] https://company.wolford.com/de/investor-relations-2/ordentliche-hauptversammlung/,
which must be received by the Company exclusively at one of the above-referenced
addresses (fax, e-mail, post). In addition, shareholders can contact Dr. Michael Knap
of the IVA directly at +43 (0) 1 8763343 – 30, fax +43 (0) 1 8763343 – 39 or by e-mail
at michael.knap@iva.or.at.

 

The shareholder shall give instructions to Dr. Michael Knap regarding how he (or, if
applicable, a sub-proxy authorized by Dr. Michael Knap) is to exercise the voting
right. Dr. Michael Knap will exercise the voting right exclusively on the basis of
instructions given by the shareholder. Please note that the proxy will not accept any
instructions to speak at the meeting, to raise objections to resolutions of the Annual
General Meeting or to ask questions or propose motions.

 

Shareholders are advised that they must satisfy the attendance requirements (see
“Record date and attendance at the Annual General Meeting”) even if they grant a
proxy.

 

 

 

Advice on shareholders rights pursuant to §§ 109, 110, 118 and 119 AktG

 

Shareholders whose shares individually or collectively total 5% of the Company’s share
capital and who have been holders of such shares for at least three months prior to
the date of the request may request that additional items be placed on the agenda of
the Annual General Meeting and be announced as such, provided that such request is
received by the Company no later than midnight CET on Tuesday 26 November 2024,
addressed in writing to Wolford Aktiengesellschaft, Attn: Investor Relations,
Wolfordstraße 1, 6900 Bregenz, or by e-mail to [7]anmeldestelle@computershare.de. Each
agenda item so requested must be accompanied by a proposal for a resolution, together
with the reasons for this, in a German-language version, which shall be deemed the
authoritative version.

 

Shareholder status is evidenced by the submission of a deposit certificate pursuant to
§ 10a AktG, confirming that the shareholder or shareholders making the request (5% of
share capital) have been holders of these shares for at least three months prior to
submission of the request, which must not be dated more than seven (7) days before the
date of receipt by the Company. If the request for inclusion of additional agenda
items is submitted by several shareholders whose shareholdings only total at least 5%
of the share capital in the aggregate, then the deposit certificates for all such
shareholders must refer to the same date (day, time of day). With regard to the other
requirements in respect of the deposit certificate, reference is made to the
explanations provided on the right of attendance (See “Record date and attendance at
the Annual General Meeting”).

 

Shareholders whose shares individually or collectively total 1% of the Company’s share
capital may submit proposals for resolutions on agenda item in text form, together
with the reasons for such proposals, and may request that such proposals, together
with the reasons for them and any comments of the Management Board or Supervisory
Board, be published on the website of the Company, provided that such request is made
in text form by no later than midnight CET on Friday 6. December 2024, to Wolford
Aktiengesellschaft, Attn: Investor Relations by e-mail to [8]investor@wolford.com, by
fax to +43 (0) 5574 690-1410 or by post to Wolford Aktiengesellschaft, Wolfordstraße
1, 6900 Bregenz.

 

In the event of a proposal for the election of a Supervisory Board member, a statement
made by the nominated person pursuant to § 87 (2) AktG shall replace the statement of
reasons for the proposed resolution. Pursuant to § 128 (5) AktG, any proposal for a
resolution must be submitted in a German version, which shall be deemed the
authoritative version; this shall also apply mutatis mutandis to statements pursuant
to § 87 (2) AktG.

 

Shareholders shall prove shareholder status for exercise of this shareholder right by
submission of a deposit certificate pursuant to § 10a AktG, which shall not be dated
earlier than seven days prior to the date of submission to the Company. Multiple
deposit certificates for shares which only total a shareholding level of 1% in the
aggregate must refer to the same date (day, time of day). With regard to the other
requirements for the deposit certificate, reference is made to the explanations
provided on the right to attendance (see “Record date and attendance at the Annual
General Meeting”).

 

Each shareholder may also submit proposals on any agenda item during the meeting,
which shall not require prior announcement. It is pointed out that a proposal for a
resolution pursuant to § 110a (1) AktG may only be voted on in the Annual General
Meeting if it is repeated as a motion during the meeting.

 

However, a shareholder proposal for the election of a Supervisory Board member
requires the timely submission of a resolution proposal pursuant to section 110 of the
Austrian Stock Corporation Act (AktG): Persons for election to the Supervisory Board
may only be proposed by shareholders whose shares together amount to 1% of the share
capital. Such election proposals must be received by the Company no later than Friday,
6 December 2024. Each nomination must be accompanied by a declaration pursuant to § 87
para 2 of the Austrian Stock Corporation Act (AktG) 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.

 

Every shareholder shall, upon request, be provided with information at the Annual
General Meeting regarding the affairs of the Company to the extent that such
information is necessary in order to properly evaluate an item on the agenda. This
right of information shall also extend to the Company’s legal and business relations
with an affiliate enterprise, the situation of the corporate group and of the
companies included in the consolidated financial statements. The information may be
refused to the extent that, in the Company’s reasonable business judgement, it is
likely to cause significant disadvantage to the Company or an affiliate, or if the
provision of such information would be punishable by law. To ensure procedural economy
of the meeting, questions requiring lengthy preparation should be submitted in good
time before the Annual General Meeting in writing to the Management Board by e-mail to
[9]investor@wolford.com or by post to Wolford Aktiengesellschaft, Attn. Investor
Relations, Wolfordstraße 1, 6900 Bregenz.

 

Further information on these shareholder rights pursuant to §§ 109,110, 118 and 119
AktG is available on the Company’s website at
[10]https://company.wolford.com/de/investor-relations-2/ordentliche-hauptversammlung/.

 

 

Total number of shares and voting rights

 

At the time of convening this Annual General Meeting, 9,653,666 ordinary shares had
been issued, with each ordinary share carrying one vote. No non-voting preference
shares have been issued. The share capital of the Company at the time of convening the
Annual General Meeting is EUR 46,337,596.80. The Company currently holds 88,140
treasury shares, under which the Company has no rights (treasury shares are prohibited
from exercising voting rights). As a result, there are a total of 9,565,526 shares
with participation and voting rights.

 

 

Information for shareholders on data processing

 

Purpose and legal basis for processing your data

Wolford Aktiengesellschaft processes personal data of shareholders in connection with
its preparation and holding of the Company’s Annual General Meeting (the data
contained in the deposit certificate pursuant to § 10a AktG and otherwise disclosed by
the shareholder, name, address and date of birth of the shareholder; depository
account number or other designation of the depository account; number and, if
applicable, nominal value of the shareholder’s shares as well as the designation of
the class of shares or ISIN/WKN; time or period to which the deposit certificate
relates; name and date of birth of any proxy appointed by the shareholder; number of
the ballot, if applicable).

 

The processing of personal data of shareholders is mandatory for the participation of
shareholders and their proxies at the Annual General Meeting pursuant to the Austrian
Stock Corporation Act (AktG), in particular pursuant to §§ 111, 113, 114, 117 and 120
AktG. The personal data of shareholders will be processed in the course of the Annual
General Meeting for the following purposes: organization of the Annual General
Meeting, participation of shareholders and their proxies at the Annual General
Meeting, the exercise of shareholder rights in the course of the Annual General
Meeting, identification of voting actions, creation of a registration list, creation
of an attendance list, creation of a proxy list, creation of minutes of the Annual
General Meeting, fulfilment of compliance obligations including recording, information
and reporting obligations. Accordingly, Article 6 (1) (c) GDPR and Article 6 (1) (f)
GDPR constitute the legal basis for such data processing.

 

The company responsible for data processing is Wolford Aktiengesellschaft,
Wolfordstraße 1, 6900 Bregenz., Austria. For purposes of organising its Annual General
Meeting, the Company uses external service providers, such as, in particular, vote
tallying services, notaries, legal advisors, special proxies and IT service providers.
These companies only receive such personal data from the Company as is necessary to
perform the services for which they are engaged, and they process such data
exclusively in accordance with the Company’s instructions. To the extent required by
law, the Company has concluded a data protection agreement with these service
providers.

 

If a shareholder attends the Annual General Meeting, all shareholders present or their
proxies, all members of the Management Board and Supervisory Board, the notary public
and all other persons with a legal right to attend the meeting may inspect the legally
mandated list of participants (§ 117 AktG) and may, in so doing, also inspect the
personal data contained therein (including name, place of residence, shareholding).
Wolford Aktiengesellschaft is also legally obliged to submit personal shareholder data
(in particular: the list of participants) as part of the notarial record to the
Commercial Register (§ 120 (4) AktG).

 

Retention period for retention of your data

Shareholder data is anonymized or deleted as soon as it is no longer needed for the
purposes for which it was collected or processed and unless other legal obligations
require further storage. Evidentiary and storage obligations arise, in particular, out
of corporate law, the law governing company shares and corporate takeovers, the law
governing taxes and duties as well as from anti-money laundering regulations. If legal
claims are brought by shareholders against the Company or vice versa by the Company
against shareholders, the storage of personal data serves to establish and enforce
claims in individual cases. In connection with legal proceedings before the civil
courts, this may result in the storage of data for the duration of the statute of
limitations plus the duration of any legal proceedings until they are concluded by res
judicata decision. The duration of the statute of limitations is governed, in
particular, by the provisions of the Austrian Civil Code.

 

 

 

 

Your rights

You have the right to request information as to whether we are processing personal
data about you. If this is the case, you may request information about the data
itself, the purpose of the data processing, the categories of the data, and about the
recipients, origin and storage period of the data we process regarding you.

 

If we process data relating to you that is incorrect or incomplete, you may request
that your data be corrected or completed. You may also request the erasure of
unlawfully processed data. However, please note that this only applies to incorrect,
incomplete or unlawfully processed data. If it is unclear whether the data processed
about you is inaccurate, incomplete or unlawfully processed, you may request the
restriction of the processing of your data until this question is ultimately resolved.
You may also withdraw your previously given consent at any time and without any
justification in order to prevent the further use of your personal data which is
collected and used on the basis of a declaration of consent. The withdrawal of your
consent does not affect the lawfulness of the processing that was carried out on the
basis of your consent prior to its withdrawal. In the event of withdrawal of consent,
you also have the right to request the erasure of your data.

 

Upon your request, we will provide you with a copy of the personal data we have
processed about you in a machine-readable format determined by us. Alternatively, you
may also instruct us to transfer this data directly to a third party of your choice,
provided that the recipient enables us to do so from a technical point of view and
provided that the transfer of data is not prevented by unjustifiable expense or by
legal obligations or other obligations of secrecy or confidentiality on our part or on
the part of third parties.

 

If we process your data to protect the legitimate interests of the data controller or
a third party, you also have the right to object.

 

We request that you send all of your requests to the contact details shown below. In
order to ensure that your personal data do not fall into the wrong hands, we request
that you enclose proof of identity, e.g., a copy of your official identity card, when
submitting your request.

 

Contact for data protection requests

 

Wolford Aktiengesellschaft

Attn: Data Protection Officer

Wolfordstraße 1

6900 Bregenz

[11]datenschutz@wolford.com

 

You also have the right to lodge a complaint with the Austrian Data Protection
Authority, Barichgasse 40-42, 1030 Vienna, ([12]dsb@gv.at).

 

 

 

Admission for collection of ballots is from 8:30 am onwards.

 

 

Bregenz, November 2024

 

 

The Management Board

 

══════════════════════════════════════════════════════════════════════════════════════

19.11.2024 CET/CEST

══════════════════════════════════════════════════════════════════════════════════════

Language: English
Company: Wolford AG
Wolfordstrasse 1
6900 Bregenz
Austria
Phone: +43/5574/6900
E-mail: investor@wolford.com
Internet: www.wolford.com
ISIN: AT0000834007
WKN: 83400
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Munich, Stuttgart; Vienna Stock Exchange (Official Market)

 
End of News EQS News Service

2033363  19.11.2024 CET/CEST

References

Visible links
1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=ba613078158ca7f3d7bf3dd4a9dea804&application_id=2033363&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=ba613078158ca7f3d7bf3dd4a9dea804&application_id=2033363&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
3. anmeldestelle@computershare.de
4. anmeldestelle@computershare.de
5. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=ba613078158ca7f3d7bf3dd4a9dea804&application_id=2033363&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
6. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=ba613078158ca7f3d7bf3dd4a9dea804&application_id=2033363&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
7. anmeldestelle@computershare.de
8. investor@wolford.com
9. investor@wolford.com
10. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=ba613078158ca7f3d7bf3dd4a9dea804&application_id=2033363&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
11. datenschutz@wolford.com
12. dsb@gv.at