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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13.08.2018
Wolford Aktiengesellschaft
Bregenz, FN 68605 s
ISIN AT0000834007
ISIN AT0000A21A48
ISIN AT0000A20EF4
(hereinafter referred to as the "Company")
INVITATION
We hereby invite our shareholders to the
Annual General Meeting of Wolford Aktiengesellschaft
to be held on Thursday, September 13, 2018 at 01:00 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, 2018 including the notes and
the Management Report, the Corporate Governance Report, the Non-Financial
Report (Sustainability Report) the consolidated IFRS financial statements
as at April 30, 2018 including the notes and the Group Management Report as
well as the Report of the Supervisory Board for the 2017/18 financial year
pursuant to Article 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, 2018 pursuant to the Austrian
Commercial Code.
2. Resolution on the discharge of the members of the Management Board for the
2017/18 financial year
3. Resolution on the discharge of the members of the Supervisory Board for the
2017/18 financial year
4. Election of the auditor of the annual financial statements and the
consolidated financial statements for the 2018/19 financial year
5. Elections to the Supervisory Board
6. Resolution on granting authorisation to the Management Board to carry out a
capital increase pursuant to Art. 169 AktG (authorised capital) against
cash or a contribution in kind and related amendments to the Articles of
Association.
Documents for the Annual General Meeting
The following documents will be available to the shareholders for inspection
starting no later than Thursday, August 23, 2018, 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 2 p.m.
Moreover, the documents will be accessible on the Company's Website at
www.wolford.com/en/agm no later than Thursday, August 23, 2018 and during the
Annual General Meeting:
* Annual financial statements pursuant to the Austrian Commercial Code as at
April 30, 2018, including the notes and the Management Report
* Corporate Governance Report for the 2017/18 financial year
* Consolidated IFRS financial statements as at April 30, 2018 including the
notes, the Group Management Report and Non-financial Report
* Report of the Supervisory Board pursuant to Art. 96 AktG for the 2017/18
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 Art. 87 Para. 2 AktG on item 5 of the agenda
* Comparison of the Articles of Association on agenda item 6
* Proxy authorization form
* Revocation of proxy form
* This invitation
This invitation as well as further information on shareholder rights pursuant to
articles 109, 110, 118 and 119 AktG will be available on the Company's Website
at www.wolford.com/en/agm no later than Thursday, August 23, 2018.
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 3, 2018 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 Art. 10 AktG (also refer below
to "Deposit certificate pursuant to Art. 10a AktG) shall suffice as proof of
shareholding on the record date. It must be received by the Company no later
than Monday, September 10, 2018 at 12:00 midnight CET exclusively via one of the
following addresses:
(i) for transmitting the deposit certificate in written form
By e-mail: anmeldestelle@computershare.de [anmeldestelle@computershare.de]
The deposit certificate must be attached as an electronic document as a PDF file
with a qualified electronic signature.
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, ISIN AT0000A21A48 or
ISIN AT0000A20EF4
(ii) for transmitting the deposit certificate in text form, which is sufficient
pursuant to Art. 24 Para. 3 of the Articles of Association
By fax: +49 (0) 89 30903 74675
By e-mail: anmeldestelle@computershare.de [anmeldestelle@computershare.de]
The deposit certificate must be attached to the e-mail in text form, for example
as a PDF file.
Deposit certificate pursuant to Article 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 for legal persons in the legal person's country of
origin
3. Information on the shares: number of shares held by the shareholder (ISIN
AT0000834007, ISIN AT0000A21A48 or ISIN AT0000A20EF4)
4. Depository 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 3, 2018, 12:00 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 Art. 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. If the shareholder has
appointed the depositary bank as her or his proxy, it will suffice if the bank
shareholder submits a declaration, via the communication channels stipulated for
this purpose, stating that the depositary bank was appointed to serve as the
proxy. In this the proxy authorization does not have to be transmitted to the
Company.
The authorization of proxy can be revoked by the shareholder. The revocation of
proxy only takes effect if it has been received by the Company.
If the proxy authorization is not submitted on the day of the Annual General
Meeting or when registering to attend the Annual General Meeting, the proxy
authorization must be received by the Company no later than on Wednesday,
September 12, 2018 12:00 noon CET, exclusively at one of the following
addresses:
By fax: +49 (0) 89 30903 74675
By e-mail: anmeldestelle@computershare.de [anmeldestelle@computershare.de]
The proxy authorization in text form must be attached to the e-mail, for example
as a PDF file.
By mail: Wolford AG, c/o Computershare Deutschland GmbH
Elsenheimerstrasse 61
80687 Munich
By SWIFT: COMRGB2L
(Message Type 598, including ISIN AT0000834007, ISIN AT0000A21A48 or ISIN
AT0000A20EF4
Only on the day of the Annual General Meeting:
In person: At the registration desk for the Annual General Meeting at the
designated venue.
A form designating the appointment or revocation of a proxy holder will be sent
upon request. These forms are available for downloading 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 [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 Articles 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 Art. 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 23, 2018 at 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 [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.
Every proposed resolution has to be submitted in German.
The deposit certificate pursuant to Art. 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 Tuesday, September 4, 12:00 midnight CET, either by
fax to Wolford Aktiengesellschaft, Attn. Investor Relations at +43 (0) 5574 690-
1410 or by mail to Wolford Aktiengesellschaft, Attn. Investor Relations,
Wolfordstraße 1, 6900 Bregenz, Austria.
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 Art. 87
Para. 2 AktG instead of the statement explaining the reasons for the draft
resolution. Pursuant to Art. 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 Art. 87 Para. 2 AktG. The deposit certificate
pursuant to Art. 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 Art.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 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 Articles
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
At the time of the convocation of the Annual General Meeting, the Company had
issued a total of 6,719,151 ordinary shares. Each share is entitled to one vote.
No non-voting preferred shares were issued. At the time of the convocation of
the Annual General Meeting, the share capital of the Company amounts to EUR
48,848,227.77. The Company currently holds 88,140 treasury shares which do not
entitle the Company to any rights (own shares are prohibited from exercising
voting rights). As a result, there are a total of 6,631,011 shares with voting
rights.
Data protection information
Personal data of shareholders is processed in connection with preparing and
holding the Annual General Meeting of the Company. In particular, this data is
contained in the deposit certificate pursuant to Art. 10a AktG and other data
made known by the shareholder (name/company, address and code of the issuer of
the deposit certificate; name, address and date of birth of the shareholder;
depository account number or other designation of the depositary account; number
and if applicable, the nominal value of the shares held by the shareholder as
well as a description of the share class or ISIN/WKN; daze or period of time to
which the deposit certificate refers; if applicable, the number of the voting
card). With respect to this personal data, the Company is the responsible body
pursuant to Art. 4 Para. 7 Austrian Data Protection Act - DSGVO). Contact
details of the responsible body are as follows: Wolford AG, Wolfordstraße 1,
6900 Bregenz, Austria. The Data Protection Officer of the Company can be reached
at dataprotection@wolford.com [dataprotection@wolford.com].
The processing of personal data is for the purpose of checking the entitlement
of shareholders to participate in the Annual General Meeting and to implement
the Annual General Meeting of the Company, including preparation of a list of
participants, and is absolutely necessary for these purposes. The legal
foundation for processing the personal data of shareholders in accordance with
data protection regulations are the stipulations contained in AktG, in
particular Articles 111, 113, 114, 117 and 120 AktG which lay out the legal
obligations of the Company in line with Art. 6 Para. 1 (c) DSGVO. The storage of
personal shareholder data takes place until the expiration of the legally
required data retention period. Personal data of the shareholder which has to be
included in the list of participants pursuant to Art. 117 AktG is conveyed to
the responsible Commercial Register Court pursuant to Art. 120 Para. 4 AktG. The
Company uses the services of Computershare Deutschland GmbH, Elsenheimerstrasse
61, 80687 Munich, Germany, which works as the data processor on behalf of the
Company in processing personal data in line with Art. 28 DSGVO.
With respect to the personal data processed by the Company, the shareholders
have the right to obtain information (Art. 15 DSGVO) and to have the information
corrected (Art. 16 DSGVO) or deleted (Art. 17 DSGVO), or to impose restrictions
on the processing of data (Art. 18 DSGVO) and data portability (Art. 20 DSGVO).
Furthermore, shareholders have the right to file a complaint with one of the
supervisory authorities (Art. 77 DSGVO). In Austria, the responsible supervisory
authority is the Austrian Data Protection Authority (Datenschutzbehörde),
Wickenburggasse 8, 1080 Vienna. The affected person also has the right of
objection (Art. 21 DSGVO) inasmuch as the processing of personal data takes
place as a means of protecting the legitimate interests of the responsible body
or a third party (Art. 6 Para. 1 (f) DSGVO).
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 a.m. CET.
Bregenz, August 2018
The Management Board
Further inquiry note:
Wolford AG
Maresa Hoffmann
Manager Investor Relations & Corporate Communications
phone: +43 5574 690 1258
investor@wolford.com | company.wolford.com
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: Frankfurt, Wien, New York
language: English
Original content of: Wolford Aktiengesellschaft, transmitted by news aktuell