EANS-General Meeting: Wolford Aktiengesellschaft
Invitation to the General
Meeting
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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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Wolford Aktiengesellschaft
Bregenz, FN 68605 s
ISIN AT0000834007
(hereinafter referred to as the "Company")
INVITATION
We hereby invite our shareholders to the
28th Annual General Meeting of Wolford Aktiengesellschaft
on Thursday, September 17, 2015 at 13:00 CET, at 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 ("Austrian GAAP") as of April 30, 2015 including the
Notes and the Management Report thereto, the Corporate Governance Report, the
Consolidated Financial Statements according to IFRS as of April 30, 2015
including the Consolidated Notes and the Consolidated Management Report thereto
as well as the Report of the Supervisory Board for the 2014/15 financial year
according to section 96 of the Austrian Stock Corporation Act ("AktG") as well
as the report about the balance sheet result set out in the Annual Financial
Statements as of April 30, 2015 according to Austrian GAAP
2.Resolution on the appropriation of the balance sheet result as of April 30,
2015
3.Resolution on the release of the members of the Management Board from
liability for the 2014/15 financial year
4.Resolution on the release of the members of the Supervisory Board from
liability for the 2014/15 financial year
5.Resolution on
a)the annulment of the resolutions passed by the 12th Annual General Meeting of
Wolford Aktiengesellschaft held on September 6, 1999 with respect to item 6 on
the agenda, inasmuch as it relates to the issuing of own shares (treasury
shares) in accordance with the stock option plan resolved upon by the Annual
General Meeting and the sale of the shares which were not issued in accordance
with the stock option plan;
b)approval to be granted on the issuing or resale of the treasury shares
acquired on the basis of the resolution passed by the Annual General Meeting
held on September 6, 1999 other than on the stock exchange or by means of a
public offering in accordance with Section 65 Para. 1b Austrian Stock
Corporation Act within the context of a long-term incentive program for members
of the Management Board of the Company;
c)approval to be granted on the issuing or resale of the treasury shares
acquired on the basis of the resolution passed by the Annual General Meeting
held on September 6, 1999 other than on the stock exchange or by means of a
public offering in accordance with Section 65 Para. 1b Austrian Stock
Corporation Act within the context of the employee participation and
profit-sharing programs for top executives and members of the Management Board
of the Company.
6.Election of the statutory auditor for the Annual Financial Statements
according to Austrian GAAP and the Consolidated Financial Statements according
to IFRS for the 2014/15 financial year
Documents for the General Meeting
The following documents will be available to the shareholders for inspection
from Thursday, August 20, 2015, at the premises of the Company, 6900 Bregenz,
Wolfordstraße 1, Austria, during office hours of the Company, Monday until
Thursday from 9:00 until 17:00 CET, and Friday from 9:00 until 15:00 CET.
Additionally, the documents will be accessible on the Company's website
www.wolford.com/en/agm and during the General Meeting:
-Annual Financial Statements according to Austrian GAAP as of April 30, 2015
including the Notes and the Management Report thereto
-Corporate Governance Report fort the 2014/15 financial year
-Consolidated Financial Statements according to IFRS as of April 30, 2015
including the Consolidated Notes and the Consolidated Management Report thereto
-Report of the Supervisory Board according to section 96 AktG for the 2014/15
financial year
-Report of the Management Board and the Supervisory Board on the use of Treasury
shares for the purpose of profit sharing of Management Board members and Senior
executives
-Joint resolution proposals of the Management Board and the Supervisory Board
for items 2, 3, 4 and 5of the agenda
-Resolution proposal of the Supervisory Board for item 6 of the agenda
-Annual Report 2014/15 for Wolford Aktiengesellschaft
-Form for granting a proxy
-Form for revocation of a proxy
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 as of now.
Record date and right to participate in the General Meeting
The right to participate in the General Meeting and to exercise the voting and
all other shareholder rights, which may be exercised in the General Meeting, are
subject to the shareholdings held on the Record Date, i.e., Monday, September 7,
2015, 24:00 CET.
Only shareholders who provide proof to the Company of the qualification as a
shareholder on the Record Date have the right to participate in the General
Meeting.
To evidence the shareholding on the Record Date, shareholders have to submit a
deposit certificate pursuant to Section 10a AktG (see also "Deposit certificate
pursuant to Section 10a AktG" below) in text form, which must be received by the
Company no later than Monday, September 14, 2015, 24:00 CET, solely at one of
the following addresses:
by telefax: +43 (0)1 928 90 60
by e-mail: hv.anmeldung-1@oekb.at
by mail:
Oesterreichische Kontrollbank AG
Abt. CSD/HV Operation Center 1
Strauchgasse 1-3, 6. Stock
1010 Wien
by SWIFT: OEKOATWWHVS
Deposit certificate pursuant to Section 10a AktG
The deposit certificate must be issued by the custodian bank with its seat in a
member state of the European Economic Area (EEA) or in a full member state of
the OECD in text form and has to include the following data:
1.Information regarding the issuer: name/company and address or a code common
between banks (SWIFT-Code)
2.Information regarding 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 regarding the shares: number of shares (ISIN AT0000834007) of the
shareholder
4.Deposit account number or other identification
5.Date, which the deposit certificate refers to
In case the deposit certificate is provided as proof for the shareholding, it
has to refer to the Record Date (Monday, September 7, 2015, 24:00 CET) and must
not be older than seven (7) days at the time presented to the Company.
The deposit certificate shall be submitted in German or English.
The submission of the deposit certificate shall be considered simultaneously as
the registration for the General Meeting. The shares are not blocked by the
registration to the General Meeting or by the submission of the deposit
certificate; thus, shareholders may freely dispose of their shares also after
registration or submission of a deposit certificate.
The shareholder rights linked to the share ownership during a certain period
and/or for a certain date may only be exercised if proof of the position as a
shareholder during the certain period and/or for the certain date is effected by
a deposit certificate pursuant to Section 10a AktG.
Representation by a proxy holder
Every shareholder, who has the right to participate in the General Meeting, has
the right to nominate a proxy holder (natural or legal person), who will attend
the General Meeting in the name of the shareholder and has the same rights as
the shareholder who the proxy holder represents.
The proxy must be granted to a specific person (either a natural or a legal
person) in text form; several persons may be nominated.
The proxy must be received by the Company at latest until Wednesday, September
16, 2015, 12:00 CET, solely at one of the following addresses:
by telefax: +43 (0)1 928 90 60
by e-mail: hv.anmeldung-1@oekb.at
by mail:
Oesterreichische Kontrollbank AG
Abt. CSD/HV Operation Center 1
Strauchgasse 1-3, 6. Stock
1010 Wien
On the day of the General Meeting exclusively:
In person: at the registration desk for the General Meeting at the place of
the General Meeting
In case a shareholder has granted a proxy to the depositary bank, it is
sufficient that the bank provides, in addition to the deposit certificate, a
statement informing the Company that a proxy was granted to the bank.
A form for granting a proxy and a form for the revocation of a proxy will be
sent on request and are available on the website of the Company on
www.wolford.com/en/agm. However, the use of this proxy forms for granting a
proxy and revocation of a proxy are not compulsory.
The above-mentioned provisions for granting proxies are applicable accordingly
to the revocation of proxies.
Please note that the Company, the members of the Management Board and the
members of the Supervisory Board will not exercise any proxies granted to them
for the exercise of any shareholders' rights in the General Meeting.
As a special service, the shareholders may grant a proxy to a representative of
Interessensverband für Anleger (the Austrian Shareholder Association - "IVA"),
Feldmühlgasse 22/4, 1130 Wien, Austria, as an independent voting proxy for the
non-discretionary exercise of voting rights in the General Meeting. It is
currently intended by IVA that Dr. Michael Knap will represent the shareholders
in the General Meeting on behalf of IVA. For granting proxy to Dr. Michael Knap,
a special proxy form is available on the website of the Company
www.wolford.com/en/agm, which has to be submitted to the Company exclusively to
the addresses (telefax, e-mail, mail) for submission of proxies mentioned above.
Additionally, shareholders have the possibility to contact Dr. Michael Knap from
IVA personally via telephone +43 (0) 1 8763343 - 30, telefax +43 (0) 1 8763343 -
39 or e-mail michael.knap@iva.or.at.
The shareholder must provide Dr. Michael Knap with instructions as to how he (or
a sub-proxy authorized by Dr. Michael Knap) shall exercise the voting right. Dr.
Michael Knap exercises the voting right exclusively on the basis of the
instructions given by the shareholder. Without explicit instructions, the proxy
granted to Dr Michael Knap shall be invalid. Please note that Dr. Michael Knap
does not accept any instructions to make statements at the General Meeting, to
object to resolutions passed by the General Meeting, to ask questions or to
propose resolutions.
Please note that in case of a grant of proxy, the provisions to participate in
the General Meeting as described above in "Record date and participation in the
General Meeting" have to be fulfilled. Due to the amendment of the AktG, an
anonymous participation as a undisclosed representative (Legitimationsaktionär)
(shares held by "third party" - Aktien im Fremdbesitz) is no longer permitted.
Notice concerning the rights of shareholders pursuant to sections 109, 110, 118
und 119 AktG
Shareholders, whose shares total, individually or in aggregate, not less than 5%
of the registered capital and who have held their shares for at least three
months before the request, may request the inclusion and publication of
additional items on the agenda of this General Meeting. Such request must be
made in written form ("in written form" means by personal or company signature
from every requesting shareholder or by e-mail with qualified electronic
signature according to section 4 para 1 Signature Act [Signaturengesetz]) and
must be received by the Company at latest on Thursday, August 27, 2015, 24:00
CET, per mail to Wolford Aktiengesellschaft, Investor Relations, Wolfordstraße
1, 6900 Bregenz, or per e-mail: hv.anmeldung-1@oekb.at. Every agenda item
requested in this manner must be accompanied by a resolution proposal together
with a justification. Pursuant to section 128 para 5 AktG, such a resolution
proposal has to be submitted in the German language, which represents the
authoritative text. In order to prove the shareholding, it is necessary to
submit a deposit certificate according to Section 10a AktG, which certifies that
the applying shareholder/s (5% of the registered capital) have held these shares
for at least three months before the request and which, at the date of
submission to the Company, must not be older than seven (7) days. In case such a
request for additional agenda items will be submitted by several shareholders,
who reach 5% of the registered capital only on a consolidated basis, the deposit
certificates for all shareholders must refer to the same date (day, time).
Regarding all other requirements of the deposit certificate, please refer to the
information regarding the right to participate in the General Meeting.
Shareholders, whose shares total, individually or in aggregate, not less than 1%
of the registered capital may submit resolution proposals to every agenda item
together with a justification and may request that these resolution proposals
together with the justification and an optional statement by the Management
Board or the Supervisory Board are published on the website of the Company,
provided such request is received in text form by the Company no later than
Tuesday, September 8, 2015, 24:00 CET, either by telefax to Wolford
Aktiengesellschaft, Attn.: Investor Relations, telefax +43 (0) 5574 690-1219 or
per mail to Wolford Aktiengesellschaft, Attn.: Investor Relations, Wolfordstraße
1, 6900 Bregenz, Austria. Pursuant to section 128 para 5 AktG, such a resolution
proposal has to be submitted in the German language, which represents the
authoritative text; this also applies to declarations according to section 87
para 2 AktG. In order to prove the shareholding for the exercise of this
shareholder right, it is necessary to submit a deposit certificate pursuant to
Section 10a AktG, which, at the date of submission to the Company, must not be
older than seven (7) days. Multiple deposit certificates concerning shares,
which only together constitute a shareholding of 1%, must refer to the same date
(day, time). Regarding all other requirements for the deposit certificate,
please refer to the information regarding the right to participate in the
General Meeting.
Every shareholder has the right to propose resolutions on any agenda item in the
course of the General Meeting; these resolutions do not require formal
announcement. Please note that a resolution proposal according to section 110
AktG will only be voted on if it is proposed as a motion in the General Meeting.
Every shareholder will be granted disclosure upon request about all affairs of
the Company in the General Meeting, as far as it is necessary for the
appropriate evaluation of an agenda item.
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.
Questions whose response requires longer preparation may, for the sake of an
efficient meeting, be submitted timely in written form to the Management Board
before the General Meeting.
Total number of shares and voting rights
On the date of convening the General Meeting, the registered capital of the
Company is divided into 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 100,000
treasury shares in its possession for which the voting right may not be
exercised pursuant to Section 114 Para 6 AktG. Accordingly, there are 4,900,000
shares with voting rights. When planning the time of your arrival, please
consider the large number of expected participants and the usual security
measures and present your official valid photo identification (driving licence,
passport, identity card) at the reception desk. Admission for the collection of
voting cards starts at 12.00 CET.
Bregenz, August 2015
The Management Board
Further inquiry note:
Wolford AG
Investor Relations
+43 5574 690 1258
Investor@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: company.wolford.com
sector: Textiles & Clothing
ISIN: AT0000834007
indexes: ATX Prime, ATX Global Players
stockmarkets: free trade: Frankfurt, regulated dealing: Wien, ADR: New York
language: English
Original-Content von: Wolford Aktiengesellschaft, übermittelt durch news aktuell