EANS-General Meeting: Wolford Aktiengesellschaft
Invitation to the General
Meeting according to art. 107 para. 3 Companies Act
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General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
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16.08.2017
Wolford Aktiengesellschaft
Bregenz, FN 68605 s
ISIN AT0000834007
(hereinafter referred to as the "Company")
INVITATION
We hereby invite our shareholders to the
30th Annual General Meeting of Wolford Aktiengesellschaft
to be held on Thursday, September 14, 2017 at 1 p.m. CET
on the premises of Wolford Aktiengesellschaft, Wolfordstraße 1, 6900 Bregenz,
Austria.
Agenda
1. Presentation of the approved annual financial statements according to the
Austrian Commercial Code (UGB) as at April 30, 2017 including the notes and
the Management Report, the Corporate Governance Report, the consolidated
IFRS financial statements as at April 30, 2017 including the notes and the
Group Management Report as well as the Report of the Supervisory Board for
the 2016/17 financial year pursuant to Section 96 of the Austrian Stock
Corporation Act ("AktG") as well as the report about the balance sheet
result reported in the annual financial statements as at April 30, 2017
pursuant to the Austrian Commercial Code.
2. Resolution on the discharge of the members of the Management Board for the
2016/17 financial year
3. Resolution on the discharge of the members of the Supervisory Board for the
2016/17 financial year
4. Election of the auditor of the annual financial statements and the
consolidated financial statements for the 2017/18 financial year
5. Elections to the Supervisory Board
Documents for the Annual General Meeting
The following documents will be available to the shareholders for inspection
starting no later than Thursday, August 24, 2017, on the premises of the
Company, Wolfordstraße 1, 6900 Bregenz, Austria, during regular office hours,
Monday to Thursday from 9 a.m. to 5 p.m. and Friday from 9 a.m. to 3 p.m.
Moreover, the documents will be accessible on the Company's Website at
www.wolford.com/en/agm and during the Annual General Meeting.
* Annual financial statements pursuant to the Austrian Commercial Code as at
April 30, 2017, including the notes and the Management Report
* Corporate Governance Report for the 2016/17 financial year
* Consolidated IFRS financial statements as at April 30, 2017 including the
notes and the Group Management Report
* Report of the Supervisory Board pursuant to Section 96 AktG for the 2016/17
financial year
* Resolutions submitted jointly by the Management Board and Supervisory Board on
items 2 and 3 of the agenda
* Resolutions submitted by the Supervisory Board on items 4 and 5 of the agenda
* Statements pursuant to Section 87 Para. 2 AktG on item 5 of the agenda
* Proxy authorization form
* Revocation of proxy form
* This Invitation
This invitation as well as further information on shareholder rights pursuant to
sections 109, 110, 118 and 119 AktG will be available on the Company's website
www.wolford.com/en/agm effective immediately.
Record date and right to participate in the Annual General Meeting
The right to participate in the Annual General Meeting and to exercise voting
rights and all other shareholder rights which may be exercised at the Annual
General Meeting depend on the shares held on the record date, i.e. Monday,
September 4, 2017, at 12:00 midnight CET.
Participation in the Annual General Meeting is limited to people who are in
possession of shares on the record date and supply proof of such to the Company.
The deposit certificate in text form pursuant to Section 10 AktG (also refer
below to "Deposit certificate pursuant to Section 10a AktG) shall suffice as
proof of shareholding on the record date. It must be received by the Company no
later than Monday, September 11, 2017 at 12:00 midnight CET exclusively via one
of the following addresses:
By fax: +49 (0) 89 30903 74675
The deposit certificate must be attached in text form, for example as a PDF.
By e-mail: anmeldestelle@computershare.de
By mail: Wolford AG, c/o Computershare Deutschland GmbH
Elsenheimerstrasse 61
80687 Munich
By SWIFT: COMRGB2L
(Message Type 598)
The text must include the following: ISIN AT0000834007
Deposit certificate pursuant to Section 10a AktG
The deposit certificate is to be issued by the depositary bank based in a member
state of the European Economic Area or in a full member state of the OECD, and
must contain the following Information:
1. Information on the issuer: name/company and address or a code commonly used
between banks (SWIFT code)
2. Information on the shareholder: name/company, address, date of birth in
case of natural persons, or registry
and registration number in case of legal persons
3. Information on the shares: number of shares held by the shareholder, ISIN
AT0000834007
4. Securities custody account number or another designation
5. Date or period of time to which the deposit certificate refers
The deposit certificate as evidence of shareholding must refer to the above-
mentioned record date (Monday, September 4, 2017, 12 midnight CET and must not
be older than seven (7) days at the time it is presented to the Company.
The deposit certificate must be submitted in German or English.
The submission of the deposit certificate shall simultaneously suffice as
registration for the Annual General Meeting. The shares are not subsequently
blocked, and shareholders may continue to freely dispose of their shares, also
after registration. Even if ownership of the shares is transferred, only the
person in possession of the shares on the record date is eligible to participate
in the Annual General Meeting.
Shareholder rights linked to share ownership during a specified period and/or at
a specified date may only be exercised if proof of shareholding during the
relevant period of time and/or for the relevant date is evidenced by a deposit
confirmation pursuant to Section 10a AktG.
Representation by a proxy holder
Every shareholder entitled to participate in the Annual General Meeting has the
right to appoint a representative (natural or legal person) who will attend the
General Meeting on behalf of the shareholder and who is vested with the same
rights as the shareholder whom he/she represents.
The proxy must be granted to a specific person (natural or legal) in text form.
It is also possible to appoint several proxy holders.
Authorization of a proxy holder must be received by the Company no later than
Wednesday, September 13, 2017, 12:00 midnight CET, solely at one of the
following addresses:
By fax: +49 (0) 89 30903 74675
By mail: Wolford AG, c/o Computershare Deutschland GmbH
Elsenheimerstrasse 61
80687 Munich
By e-mail: anmeldestelle@computershare.de
The proxy authorization in text form must be attached, for example as a PDF.
Only on the day of the Annual General Meeting:
In person: At the registration desk for the Annual General Meeting at the
designated venue.
If the shareholder has appointed a depositary bank to serve as her or his proxy,
it will suffice if the bank attaches a declaration stating it was appointed to
serve as the proxy along with the deposit certificate.
A form designating the appointment or revocation of a proxy holder will be sent
upon request. These forms are available on the Website of the Company at
www.wolford.com/en/agm. However, shareholders are not required to make use of
these proxy forms for the appointment or revocation of a proxy holder.
The aforementioned instructions on granting proxy authorization apply
analogously to the revocation of proxies.
As a special service, the shareholders may grant a proxy to a representative of
the Austrian Shareholder Association (IVA), Feldmühlgasse 22/4, 1130 Vienna,
Austria, to serve as an independent proxy bound to comply with shareholder
instructions in exercising voting rights at the Annual General Meeting. On the
part of IVA, Mr. Michael Knap has been named to represent these shareholders at
the Annual General Meeting. In order to authorize Mr. Michael Knap to serve as a
proxy, a special proxy form is available on the Website of the Company at
www.wolford.com/en/agm, which has to be submitted to the Company exclusively at
one of the aforementioned addresses (by fax, e-mail or mail). In addition,
shareholders have the possibility to contact Mr. Michael Knap of IVA personally
by telephone at +43 (0) 1 8763343 - 30, by fax at +43 (0) 1 8763343 - 39 or by
e-mail at michael.knap@iva.or.at.
The shareholder must provide Mr. Michael Knap with precise instructions as to
how she/he (or a designated sub-proxy authorized by Mr. Michael Knap) is to
exercise the shareholder's voting rights. Mr. Michael Knap exercises the voting
right exclusively on the basis of the instructions provided by the shareholder.
The proxy is considered to be invalid if no explicit instructions are contained
in it. Please note that the proxy does not accept any instructions to make
statements at the Annual General Meeting, to object to resolutions passed by the
Annual General Meeting, to ask questions or to propose resolutions.
Please note that even in case of granting proxy authorization, the prerequisites
for participating in the Annual General Meeting as described above in "Record
date and right to participate in the Annual General Meeting" have to be
fulfilled. Anonymous participation as a nominee shareholder (third party owners)
is not permitted (any longer).
Notes on the rights of shareholders pursuant to Sections 109, 110, 118 and 119
AktG
Shareholders whose total shareholding equals 5% or more of the Company's share
capital may request that additional items on the agenda be put on the agenda of
this Annual General Meeting and request that these be made public provided that
the shareholders held the shares for at least three months prior to submitting
the request. Such requests must be made in written form i.e. (i) the original
document including the personal or company signature from every petitioner or
(ii) an electronic document/e-mail with a qualified electronic signature
pursuant to Section 4 Para, 1 Signature and Trust Services Act or (iii) an
explanation in text form sent via the SWIFT communications network. The request
must be received by the Company no later than Thursday, August 24, 2017, 12:00
midnight CET either by mail to Wolford Aktiengesellschaft, Attn. Investor
Relations, Wolfordstraße 1, 6900 Bregenz or by e-mail to
anmeldestelle@computershare.de. Each request for an additional item to be put on
the agenda must include the proposed resolution and a statement explaining the
reasons for such a proposal. Pursuant to Section 128 Para.
5 AktG, such a proposal has to be submitted in German, which represents the
authoritative text. The deposit certificate pursuant to Section 10a AktG shall
suffice as proof of shareholding as the basis for exercising this shareholder
right. This deposit certificate must confirm that the shareholder or
shareholders owning 5% of more of the share capital and requesting an addition
to the agenda have held these shares for at least three months prior to
submitting the request. Moreover, the deposit certificate must not be more than
seven (7) days old at the time it is submitted to the Company. If several
shareholders whose aggregate shareholding totals at least 5% of the share
capital request additional items on the agenda of the Annual General Meeting,
the deposit certificate for all these shareholders must refer to the same date
(day, time of day). With respect to any other requirements relating to the
deposit certificate, reference is made to the information specified in "Record
date and right to participate in the Annual General Meeting".
Shareholders whose total shareholding equals 1% or more of the share capital may
propose draft resolutions in writing on every item on the agenda of the Annual
General Meeting, accompanied by a statement explaining the reasons for such a
proposal, and may request that these draft resolutions are made available on the
Company's Website along with any comments on the proposed resolutions submitted
by the Management Board or the Supervisory Board. The request must be received
by the Company no later than Thursday, September 7, 2017 at 12:00 midnight CET,
either by fax to Wolford Aktiengesellschaft Attn. Investor Relations at +43 (0)
5574 690-1219 or by mail to Wolford Aktiengesellschaft, Attn. Investor
Relations, Wolfordstraße 1, 6900 Bregenz, Austria. Pursuant to Section 128 Para.
5 AktG, such a draft resolution has to be submitted in German, which represents
the authoritative text. This also applies to declarations pursuant to Section 87
Para. 2 AktG. With respect to proposals for the election of a Supervisory Board
member, a declaration made by the nominated person is to be submitted pursuant
to Section 87 Para. 2 AktG instead of the statement explaining the reasons for
the draft resolution. The deposit certificate pursuant to Section 10a AktG shall
suffice as proof of shareholding as the basis for exercising this shareholder
right. This deposit certificate must not be more than seven (7) days old at the
time it is submitted to the Company. Several deposit certificates on the part of
shareholders whose aggregate shareholding totals at least 1% of the share
capital must refer to the same date (day, time of day). With respect to any
other requirements relating to the deposit certificate, reference is made to the
information specified in "Record date and right to participate in the Annual
General Meeting".
Every shareholder has the right to propose draft resolutions on any item on the
agenda in the course of the Annual General Meeting. These resolutions do not
have to be announced in advance. It should be noted a draft resolution pursuant
to Section 110 AktG will only be voted on at the Annual General Meeting if it is
proposed as a motion at the Annual General Meeting.
Every shareholder attending the Annual General Meeting is entitled, upon
request, to be provided with information on matters concerning the affairs of
the Company, to the extent that this information is required as a means enabling
the shareholder to properly evaluate the relevant item on the agenda. This
obligation to provide information pursuant to Section 118 AktG also covers the
Company's legal and business relations with an associated company, the situation
of the Group as well as companies included in the consolidated financial
statements. The company may refuse to supply such information if, according to
its sound business judgment, it could potentially cause material damage to the
Company or any of its subsidiaries, or if providing such information would
comprise a criminal offence.
Further information regarding the rights of shareholders pursuant to Sections
109, 110, 118 and 119 AktG are available on the Website of the Company
www.wolford.com/en/agm effective immediately.
Questions whose response requires longer preparation should, in the interest of
holding an efficient meeting, be submitted to the Management Board in a timely
manner in written form before the Annual General Meeting.
Total number of shares and voting rights
On the date of convening the Annual General Meeting, the share capital of the
Company is divided into a total of 5,000,000 non-par value bearer shares. Each
non-par value bearer share is entitled to one vote at the Annual General
Meeting. No non-voting preferred shares have been issued. The Company currently
has 88,140 treasury shares in its possession for which the voting rights may not
be exercised. Accordingly, there are 4,911,860 shares with voting rights.
To ensure smooth access control, shareholders are asked to arrive on time before
the Annual General Meeting begins and to provide appropriate identification at
the registration desk, showing the relevant deposit certificate and a valid
official photo identification (driving license, passport, identity card).
Admission to collect voting cards starts at 12:00 noon CET.
Bregenz, August 2017 The Management Board
Further inquiry note:
Wolford AG
Maresa Hoffmann
Investor Relations & Corporate Communications
Tel.: +43 5574 690 1258
investor@wolford.com | company.wolford
end of announcement euro adhoc
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issuer: Wolford Aktiengesellschaft
Wolfordstrasse 1
A-6900 Bregenz
phone: +43(0) 5574 690-1268
FAX: +43(0) 5574 690-1219
mail: investor@wolford.com
WWW: http://company.wolford.com
ISIN: AT0000834007
indexes: ATX GP
stockmarkets: New York, Frankfurt, Wien
language: English
Original content of: Wolford Aktiengesellschaft, transmitted by news aktuell